UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the period ended ~~September 30, 2023~~March 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-8993

WHITE MOUNTAINS INSURANCE GROUP, LTD.

(Exact name of Registrant as specified in its charter)


Bermuda
(State or other jurisdiction of incorporation or organization)						94-2708455
23 South Main Street, Suite 3B						(I.R.S. Employer Identification No.)
Hanover,						03755-2053
New Hampshire						(Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code: (603) 640-2200

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Shares, par value $1.00 per share

WTM

New York Stock Exchange

WTM.BH

Bermuda Stock Exchange

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ý No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý

As of ~~November 2, 2023, 2,560,452~~May 6, 2024, 2,565,733 common shares with a par value of $1.00 per share were outstanding (which includes ~~37,595~~34,525 restricted common shares that were not vested at such date).

WHITE MOUNTAINS INSURANCE GROUP, LTD.

Table of Contents


		Page No.

PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Consolidated Balance Sheets, ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023	1

	Consolidated Statements of Operations and Comprehensive Income,
	Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2024 and 2023 ~~and 2022~~	3

	Consolidated Statements of Changes in Equity,Three Months Ended March 31, 2024 and 2023	6
	~~Three and Nine Months Ended September 30, 2023 and 2022~~

	Consolidated Statements of Cash Flows, ~~Nine~~Three Months Ended ~~September 30, 2023~~March 31, 2024 and ~~2022~~2023	87

	Notes to Consolidated Financial Statements	98

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4744

	Results of Operations for the Three ~~and Nine~~ Months Ended ~~September 30, 2023~~March 31, 2024 and ~~2022~~2023	4744

	Liquidity and Capital Resources	7065

	Non-GAAP Financial Measures	7470

	Critical Accounting Estimates	7571

	Forward-Looking Statements	7672

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	7773

Item 4.	Controls and Procedures	7773

PART II.	OTHER INFORMATION	7773

Items 1 through 6.		7773

SIGNATURES		7874

Part I.FINANCIAL INFORMATION.

Item 1.Financial Statements

WHITE MOUNTAINS INSURANCE GROUP, LTD.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

Millions, except share and per share amounts September 30, 2023 December 31, 2022
Assets
Financial Guarantee (HG Global/BAM)
Fixed maturity investments, at fair value $ 932.2 $ 909.9
Short-term investments, at fair value 80.1 65.9
Total investments 1,012.3 975.8
Cash 4.9 18.2
Insurance premiums receivable 5.5 6.6
Deferred acquisition costs 38.5 36.0
Other assets 22.2 21.9
Total Financial Guarantee assets 1,083.4 1,058.5
P&C Insurance and Reinsurance (Ark/WM Outrigger)
Fixed maturity investments, at fair value 775.0 772.8
Common equity securities, at fair value 384.9 334.6
Short-term investments, at fair value 850.0 484.6
Other long-term investments 416.6 373.6
Total investments 2,426.5 1,965.6
Cash 129.6 101.5
Reinsurance recoverables 538.4 595.3
Insurance premiums receivable 781.6 544.1
Deferred acquisition costs 178.7 127.2
Goodwill and other intangible assets 292.5 292.5
Other assets 66.9 65.2
Total P&C Insurance and Reinsurance assets 4,414.2 3,691.4
Asset Management (Kudu)
     Short-term investments, at fair value 17.3 —
     Other long-term investments 780.7 695.9
Total investments 798.0 695.9
     Cash (restricted $0.0 and $12.2) 5.4 101.4
     Accrued investment income 15.8 12.4
     Goodwill and other intangible assets 8.4 8.6
     Other assets 8.3 7.6
Total Asset Management assets 835.9 825.9
Other Operations
     Fixed maturity investments, at fair value 270.7 238.2
     Common equity securities, at fair value 252.1 333.8
Investment in MediaAlpha, at fair value 188.8 168.6
     Short-term investments, at fair value 215.5 373.6
     Other long-term investments 698.5 418.5
     Total investments 1,625.6 1,532.7
     Cash 22.9 33.9
     Goodwill and other intangible assets 71.2 91.3
     Other assets 89.6 155.6
     Total Other Operations assets 1,809.3 1,813.5
Total assets $ 8,142.8 $ 7,389.3


Millions, except share and per share amounts	March 31, 2024		December 31, 2023
Assets
P&C Insurance and Reinsurance (Ark/WM Outrigger)
Fixed maturity investments, at fair value	$	946.9	$	866.8
Common equity securities, at fair value	409.9		400.6
Short-term investments, at fair value	835.3		962.8
Other long-term investments	485.0		440.9
Total investments	2,677.1		2,671.1
Cash (restricted $24.7 and $0.7)	129.1		90.5
Reinsurance recoverables	695.0		442.0
Insurance premiums receivable	1,001.5		612.2
Deferred acquisition costs	213.3		145.3
Goodwill and other intangible assets	292.5		292.5
Other assets	140.9		125.0
Total P&C Insurance and Reinsurance assets	5,149.4		4,378.6
Financial Guarantee (HG Global/BAM)
Fixed maturity investments, at fair value	1,015.7		1,012.3
Short-term investments, at fair value	54.7		70.6
Total investments	1,070.4		1,082.9
Cash	4.7		6.7
Insurance premiums receivable	5.8		5.5
Deferred acquisition costs	40.9		40.1
Other assets	36.8		36.8
Total Financial Guarantee assets	1,158.6		1,172.0
Asset Management (Kudu)
Short-term investments, at fair value	19.8		29.3
Other long-term investments	889.9		896.3
Total investments	909.7		925.6
Cash	6.5		1.4
Accrued investment income	22.1		17.6
Goodwill and other intangible assets	8.2		8.3
Other assets	6.6		6.5
Total Asset Management assets	953.1		959.4

P&C Insurance Distribution (Bamboo)
Fixed maturity investments, at fair value	24.6		—
Short-term investments, at fair value	18.6		—
Total investments	43.2		—
Cash (restricted $58.3 and $0.0)	62.0		—
Premiums, commissions and fees receivable	43.3		—
Goodwill and other intangible assets	367.2		—
Other assets	12.4		—
Total P&C Insurance Distribution assets	528.1		—
Other Operations
Fixed maturity investments, at fair value	267.4		230.2
Common equity securities, at fair value	151.6		137.8
Investment in MediaAlpha, at fair value	465.6		254.9
Short-term investments, at fair value	126.1		425.2
Other long-term investments	617.0		661.0
Total investments	1,627.7		1,709.1
Cash	23.0		23.8
Goodwill and other intangible assets	68.7		69.8
Other assets	81.7		73.2
Total Other Operations assets	1,801.1		1,875.9
Total assets	$	9,590.3	$	8,385.9

See Notes to Consolidated Financial Statements

CONSOLIDATED BALANCE SHEETS (CONTINUED)

(Unaudited)

Millions, except share and per share amounts

September 30, 2023

December 31, 2022

Millions, except share and per share amounts

March 31, 2024

December 31, 2023

Liabilities

Financial Guarantee (HG Global/BAM)

Unearned insurance premiums

312.3

298.3

Debt

146.8

146.5

Accrued incentive compensation

19.9

28.0

Other liabilities

40.0

29.0

Total Financial Guarantee liabilities

519.0

501.8

P&C Insurance and Reinsurance (Ark/WM Outrigger)

Loss and loss adjustment expense reserves

1,571.8

1,296.5

Unearned insurance premiums

984.6

623.2

Debt

184.6

183.7

Reinsurance payable

146.3

251.1

Contingent consideration

62.1

45.3

Other liabilities

132.0

122.3

Total P&C Insurance and Reinsurance liabilities

3,081.4

2,522.1

Financial Guarantee (HG Global/BAM)

Unearned insurance premiums

Debt

Accrued incentive compensation

Other liabilities

Total Financial Guarantee liabilities

Asset Management (Kudu)

Debt

203.7

208.3

Other liabilities

53.6

65.0

Total Asset Management liabilities

257.3

273.3

P&C Insurance Distribution (Bamboo)

Loss and loss adjustment expense reserves

Unearned insurance premiums

Premiums and commissions payable

Other liabilities

Total P&C Insurance Distribution liabilities

Other Operations

Debt

29.6

36.7

Accrued incentive compensation

64.0

86.1

Other liabilities

27.3

34.3

Total Other Operations liabilities

120.9

157.1

Total liabilities

3,978.6

3,454.3

Equity

White Mountains’s common shareholders’ equity

White Mountains’s common shares at $1 par value per share—authorized 50,000,000

shares; issued and outstanding 2,560,452 and 2,572,156 shares

2.6

White Mountains’s common shareholders’ equity

White Mountains’s common shares at $1 par value per share—authorized 50,000,000

shares; issued and outstanding 2,565,733 and 2,560,452 shares

White Mountains’s common shares at $1 par value per share—authorized 50,000,000

shares; issued and outstanding 2,565,733 and 2,560,452 shares

White Mountains’s common shares at $1 par value per share—authorized 50,000,000

shares; issued and outstanding 2,565,733 and 2,560,452 shares

Paid-in surplus

544.9

536.0

Paid-in surplus

551.9

548.7

Retained earnings

3,404.3

3,211.8

Accumulated other comprehensive income (loss), after-tax:

Net unrealized gains (losses) from foreign currency translation and interest rate swap

(2.7)

(3.5)

Net unrealized gains (losses) from foreign currency translation

Total White Mountains’s common shareholders’ equity

3,949.1

3,746.9

Noncontrolling interests

215.1

188.1

Total equity

4,164.2

3,935.0

Total liabilities and equity

8,142.8

7,389.3

See Notes to Consolidated Financial Statements

WHITE MOUNTAINS INSURANCE GROUP, LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


		Three Months Ended September 30,				Nine Months Ended September 30,
				Three Months Ended March 31,
				Three Months Ended March 31,
				Three Months Ended March 31,
Millions	Millions	2023		2022		2023		2022		Millions	2024	2023
Revenues:	Revenues:
P&C Insurance and Reinsurance (Ark/WM Outrigger)
P&C Insurance and Reinsurance (Ark/WM Outrigger)
P&C Insurance and Reinsurance (Ark/WM Outrigger)
Earned insurance premiums
Earned insurance premiums
Earned insurance premiums
Net investment income
Net realized and unrealized investment gains (losses)
Other revenues
Total P&C Insurance and Reinsurance revenues

Financial Guarantee (HG Global/BAM)	Financial Guarantee (HG Global/BAM)
Financial Guarantee (HG Global/BAM)
Financial Guarantee (HG Global/BAM)
Earned insurance premiums
Earned insurance premiums
Earned insurance premiums	Earned insurance premiums	$	7.9	$	7.1	$	23.3	$	26.0
Net investment income	Net investment income	8.1		5.7		22.9		15.1
Net realized and unrealized investment gains (losses)	Net realized and unrealized investment gains (losses)	(24.1)		(38.8)		(17.0)		(114.0)
Other revenues	Other revenues	.7		1.3		2.0		3.7
Total Financial Guarantee revenues	Total Financial Guarantee revenues	(7.4)		(24.7)		31.2		(69.2)

P&C Insurance and Reinsurance (Ark/WM Outrigger)
Earned insurance premiums		498.9		346.1		1,047.3		757.8
Asset Management (Kudu)
Asset Management (Kudu)
Asset Management (Kudu)
Net investment income	Net investment income	16.9		4.9		41.2		9.7
Net realized and unrealized investment gains (losses)		(6.6)		(14.4)		35.9		(76.5)
Other revenues		3.6		6.6		(1.1)		10.1
Total P&C Insurance and Reinsurance revenues		512.8		343.2		1,123.3		701.1

Asset Management (Kudu)
Net investment income
Net investment income	Net investment income	15.1		14.8		44.0		41.2
Net realized and unrealized investment gains (losses)	Net realized and unrealized investment gains (losses)	11.2		41.1		45.4		45.8
Total Asset Management revenues	Total Asset Management revenues	26.3		55.9		89.4		87.0

P&C Insurance Distribution (Bamboo)
P&C Insurance Distribution (Bamboo)
P&C Insurance Distribution (Bamboo)
Commission and fee revenues
Commission and fee revenues
Commission and fee revenues
Earned insurance premiums
Other revenues
Total P&C Insurance Distribution revenues

Other Operations	Other Operations
Other Operations
Other Operations
Net investment income
Net investment income
Net investment income	Net investment income	8.0		8.5		22.0		13.6
Net realized and unrealized investment gains (losses)	Net realized and unrealized investment gains (losses)	8.0		(17.3)		125.8		2.8
Net realized and unrealized investment gains (losses) from investment in MediaAlpha	Net realized and unrealized investment gains (losses) from investment in MediaAlpha	(46.8)		(18.6)		(38.9)		(113.3)
Commission revenues	Commission revenues	3.5		3.2		10.0		8.7
Other revenues	Other revenues	15.2		33.0		67.1		89.6
Total Other Operations revenues	Total Other Operations revenues	(12.1)		8.8		186.0		1.4
Total revenues	Total revenues	$	519.6	$	383.2	$	1,429.9	$	720.3

See Notes to Consolidated Financial Statements

CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)

(Unaudited)


		Three Months Ended September 30,				Nine Months Ended September 30,
				Three Months Ended March 31,
				Three Months Ended March 31,
				Three Months Ended March 31,
Millions	Millions	2023		2022		2023		2022		Millions	2024	2023
Expenses:	Expenses:
Financial Guarantee (HG Global/BAM)
Acquisition expenses		$	2.1	$	1.7	$	6.3	$	9.5
General and administrative expenses		17.5		15.8		49.7		49.5
Interest expense		3.8		2.0		10.8		5.4
Total Financial Guarantee expenses		23.4		19.5		66.8		64.4

P&C Insurance and Reinsurance (Ark/WM Outrigger)	P&C Insurance and Reinsurance (Ark/WM Outrigger)
P&C Insurance and Reinsurance (Ark/WM Outrigger)
P&C Insurance and Reinsurance (Ark/WM Outrigger)
Loss and loss adjustment expenses
Loss and loss adjustment expenses
Loss and loss adjustment expenses	Loss and loss adjustment expenses	265.8		213.7		581.1		456.2
Acquisition expenses	Acquisition expenses	90.3		74.8		211.5		174.9
General and administrative expenses	General and administrative expenses	35.4		24.2		105.5		74.9
Change in fair value of contingent consideration	Change in fair value of contingent consideration	17.0		2.7		16.8		4.9
Interest expense	Interest expense	5.5		3.7		15.7		10.6
Total P&C Insurance and Reinsurance expenses	Total P&C Insurance and Reinsurance expenses	414.0		319.1		930.6		721.5

Financial Guarantee (HG Global/BAM)
Financial Guarantee (HG Global/BAM)
Financial Guarantee (HG Global/BAM)
Acquisition expenses
Acquisition expenses
Acquisition expenses
General and administrative expenses
Interest expense
Total Financial Guarantee expenses

Asset Management (Kudu)	Asset Management (Kudu)
Asset Management (Kudu)
Asset Management (Kudu)
General and administrative expenses
General and administrative expenses
General and administrative expenses	General and administrative expenses	4.5		4.5		12.3		10.4
Interest expense	Interest expense	5.5		4.2		15.5		10.3
Total Asset Management expenses	Total Asset Management expenses	10.0		8.7		27.8		20.7

P&C Insurance Distribution (Bamboo)
P&C Insurance Distribution (Bamboo)
P&C Insurance Distribution (Bamboo)
Broker commission expenses
Broker commission expenses
Broker commission expenses
Loss and loss adjustment expenses
Acquisition expenses
General and administrative expenses
Total P&C Insurance Distribution expenses

Other Operations	Other Operations
Other Operations
Other Operations
Cost of sales
Cost of sales
Cost of sales	Cost of sales	8.0		25.0		33.5		68.8
General and administrative expenses	General and administrative expenses	42.2		41.3		130.7		122.1
Interest expense	Interest expense	.9		.6		2.9		1.2
Total Other Operations expenses	Total Other Operations expenses	51.1		66.9		167.1		192.1
Total expenses	Total expenses	498.5		414.2		1,192.3		998.7
Pre-tax income (loss) from continuing operations		21.1		(31.0)		237.6		(278.4)
Pre-tax income (loss)
Income tax (expense) benefit	Income tax (expense) benefit	(7.3)		7.4		(19.4)		26.1
Net income (loss) from continuing operations		13.8		(23.6)		218.2		(252.3)
Net income (loss) from discontinued operations, net of tax - NSM Group		—		6.3		—		16.4
Net gain (loss) from sale of discontinued operations, net of tax - NSM Group		—		886.8		—		886.8

Net income (loss)

Net income (loss)

Net income (loss)	Net income (loss)	13.8		869.5		218.2		650.9
Net (income) loss attributable to noncontrolling interests	Net (income) loss attributable to noncontrolling interests	9.8		18.7		4.5		101.5
Net income (loss) attributable to White Mountains’s common shareholders	Net income (loss) attributable to White Mountains’s common shareholders	$	23.6	$	888.2	$	222.7	$	752.4

See Notes to Consolidated Financial Statements

WHITE MOUNTAINS INSURANCE GROUP, LTD.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

Three Months Ended September 30, Nine Months Ended September 30,
Millions 2023 2022 2023 2022
Net income (loss) attributable to White Mountains’s
   common shareholders $ 23.6 $ 888.2 $ 222.7 $ 752.4
Other comprehensive income, net of tax:
Other comprehensive income (loss), net of tax (1.7) (1.4) .9 (3.0)
Other comprehensive income (loss) from discontinued
   operations, net of tax - NSM Group — .7 — (5.2)
Net gain (loss) from foreign currency translation from sale of
   discontinued operations, net of tax - NSM Group — 2.9 — 2.9
Comprehensive income (loss) 21.9 890.4 223.6 747.1
Other comprehensive (income) loss attributable to
   noncontrolling interests .7 (.3) (.1) .4
Comprehensive income (loss) attributable to
   White Mountains’s common shareholders $ 22.6 $ 890.1 $ 223.5 $ 747.5


	Three Months Ended March 31,
Millions		2024		2023
Net income (loss) attributable to White Mountains’s common shareholders		$	236.4	$	179.5
Other comprehensive income, net of tax:
Other comprehensive income (loss), net of tax		(.3)		1.2


Comprehensive income (loss)		236.1		180.7
Other comprehensive (income) loss attributable to noncontrolling interests		.1		(.4)
Comprehensive income (loss) attributable to White Mountains’s common shareholders		$	236.2	$	180.3


Earnings (loss) per share attributable to White Mountains’s common shareholders:
Earnings (loss) per share attributable to White Mountains’s common shareholders:
Earnings (loss) per share attributable to White Mountains’s common shareholders:	Earnings (loss) per share attributable to White Mountains’s common shareholders:

Basic earnings (loss) per share	Basic earnings (loss) per share

Basic earnings (loss) per share

Basic earnings (loss) per share
Continuing operations
Continuing operations
Continuing operations	Continuing operations	$	9.19	$	(1.66)	$	86.82	$	(50.73)
Discontinued operations	Discontinued operations	—		308.59		—		304.97
Total consolidated operations	Total consolidated operations	$	9.19	$	306.93	$	86.82	$	254.24
Diluted earnings (loss) per share	Diluted earnings (loss) per share
Continuing operations	Continuing operations	$	9.19	$	(1.66)	$	86.82	$	(50.73)
Continuing operations
Continuing operations
Discontinued operations	Discontinued operations	—		308.59		—		304.97
Total consolidated operations	Total consolidated operations	$	9.19	$	306.93	$	86.82	$	254.24
Dividends declared and paid per White Mountains’s common share	Dividends declared and paid per White Mountains’s common share	$	—	$	—	$	1.00	$	1.00

See Notes to Consolidated Financial Statements.

WHITE MOUNTAINS INSURANCE GROUP, LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited)


		White Mountains’s Common Shareholders’ Equity													White Mountains’s Common Shareholders’ Equity
Millions	Millions	Common shares and paid-in surplus		Retained earnings		AOCI, after tax		Total		Non-controlling interest		Total Equity		Millions	Common shares and paid-in surplus	Retained earnings	AOCI, after tax	Total	Non-controlling interest	Total Equity
Balance at June 30, 2023		$	543.2	$	3,380.7	$	(1.7)	$	3,922.2	$	203.7	$	4,125.9
Balance as of January 1, 2024
Net income (loss)	Net income (loss)	—		23.6		—		23.6		(9.8)		13.8
Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax	—		—		(1.0)		(1.0)		(.7)		(1.7)

Total comprehensive income (loss)	Total comprehensive income (loss)	—		23.6		(1.0)		22.6		(10.5)		12.1

Total comprehensive income (loss)
Total comprehensive income (loss)
Dividends declared on common shares
Dividends to noncontrolling interests	Dividends to noncontrolling interests	—		—		—		—		(.5)		(.5)
Issuances of common shares	Issuances of common shares	—		—		—		—		—		—

Repurchases and retirements of common shares	Repurchases and retirements of common shares	—		—		—		—		—		—

BAM member surplus contribution, net of tax		—		—		—		—		19.9		19.9
Repurchases and retirements of common shares
Repurchases and retirements of common shares
BAM member surplus contributions, net of tax
Amortization of restricted share awards	Amortization of restricted share awards	4.0		—		—		4.0		—		4.0
Recognition of equity-based compensation expense of subsidiaries	Recognition of equity-based compensation expense of subsidiaries	.4		—		—		.4		.2		.6
Net contributions and dilution from other noncontrolling interests		(.1)		—		—		(.1)		2.3		2.2
Net contributions (distributions) and dilution from other noncontrolling interests
Acquisition of noncontrolling interests - Bamboo

Balance at September 30, 2023		$	547.5	$	3,404.3	$	(2.7)	$	3,949.1	$	215.1	$	4,164.2
Balance as of March 31, 2024
Balance as of March 31, 2024
Balance as of March 31, 2024


		White Mountains’s Common Shareholders’ Equity													White Mountains’s Common Shareholders’ Equity
Millions	Millions	Common shares and paid-in surplus		Retained earnings		AOCI, after tax		Total		Non-controlling interest		Total Equity		Millions	Common shares and paid-in surplus	Retained earnings	AOCI, after tax	Total	Non-controlling interest	Total Equity
Balance at June 30, 2022		$	603.2	$	2,725.1	$	(5.0)	$	3,323.3	$	168.7	$	3,492.0
Balance as of January 1, 2023
Net income (loss)	Net income (loss)	—		888.2		—		888.2		(18.7)		869.5
Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax	—		—		(1.8)		(1.8)		.3		(1.5)
Other comprehensive income (loss) from discontinued operations, net of tax - NSM Group		—		—		.7		.7		—		.7
Net gain (loss) from foreign currency translation from sale of discontinued operations, net of tax - NSM Group		—		—		2.9		2.9		—		2.9

Total comprehensive income (loss)	Total comprehensive income (loss)	—		888.2		1.8		890.0		(18.4)		871.6

Total comprehensive income (loss)

Total comprehensive income (loss)
Dividends declared on common shares
Dividends to noncontrolling interests	Dividends to noncontrolling interests	—		—		—		—		(.5)		(.5)
Issuances of common shares

Repurchases and retirements of common shares
Repurchases and retirements of common shares
Repurchases and retirements of common shares	Repurchases and retirements of common shares	(71.5)		(437.4)		—		(508.9)		—		(508.9)
BAM member surplus contributions, net of tax	BAM member surplus contributions, net of tax	—		—		—		—		26.0		26.0
Amortization of restricted share awards	Amortization of restricted share awards	3.8		—		—		3.8		—		3.8
Recognition of equity-based compensation expense of subsidiaries	Recognition of equity-based compensation expense of subsidiaries	.4		—		—		.4		.2		.6
Net contributions and dilution from other noncontrolling interests	Net contributions and dilution from other noncontrolling interests	(.6)		—		—		(.6)		(.2)		(.8)
Disposition of noncontrolling interests	Disposition of noncontrolling interests	—		—		—		—		(17.5)		(17.5)

Balance at September 30, 2022		$	535.3	$	3,175.9	$	(3.2)	$	3,708.0	$	158.3	$	3,866.3

Balance as of March 31, 2023

Balance as of March 31, 2023

Balance as of March 31, 2023

See Notes to Consolidated Financial Statements.

~~CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (CONTINUED)~~

~~(Unaudited)~~

White Mountains’s Common Shareholders’ Equity
Millions Common shares and paid-in surplus Retained earnings AOCI, after tax Total Non-controlling interest Total Equity
Balance at January 1, 2023 $ 538.6 $ 3,211.8 $ (3.5) $ 3,746.9 $ 188.1 $ 3,935.0
Net income (loss) — 222.7 — 222.7 (4.5) 218.2
Other comprehensive income (loss), net of tax — — .8 .8 .1 .9
Total comprehensive income (loss) — 222.7 .8 223.5 (4.4) 219.1
Dividends declared on common shares — (2.6) — (2.6) — (2.6)
Dividends to noncontrolling interests — — — — (8.3) (8.3)
Issuances of common shares 2.1 — — 2.1 — 2.1
Repurchases and retirements of common shares (5.1) (27.6) — (32.7) — (32.7)
BAM member surplus contributions, net of tax — — — — 46.4 46.4
Amortization of restricted share awards 11.2 — — 11.2 — 11.2
Recognition of equity-based compensation expense
of subsidiaries 1.3 — — 1.3 .5 1.8
Net contributions (distributions) and dilution from
other noncontrolling interests (.6) — — (.6) 2.2 1.6
Disposition of noncontrolling interests — — — — (9.4) (9.4)
Balance at September 30, 2023 $ 547.5 $ 3,404.3 $ (2.7) $ 3,949.1 $ 215.1 $ 4,164.2

White Mountains’s Common Shareholders’ Equity
Millions Common shares and paid-in surplus Retained earnings AOCI, after tax Total Non-controlling interest Total Equity
Balance at January 1, 2022 $ 588.9 $ 2,957.5 $ 1.7 $ 3,548.1 $ 156.6 $ 3,704.7
Net income (loss) — 752.4 — 752.4 (101.5) 650.9
Other comprehensive income (loss), net of tax — — (2.6) (2.6) (.4) (3.0)
Other comprehensive income (loss) from discontinued
   operations, net of tax - NSM Group — — (5.2) (5.2) — (5.2)
Net gain (loss) from foreign currency translation from
   sale of discontinued operations, net of tax - NSM
   Group — — 2.9 2.9 — 2.9
Total comprehensive income (loss) — 752.4 (4.9) 747.5 (101.9) 645.6
Dividends declared on common shares — (3.0) — (3.0) — (3.0)
Dividends to noncontrolling interests — — — — (7.5) (7.5)
Issuances of common shares 3.0 — — 3.0 — 3.0
Issuances of shares to noncontrolling interests — — — — 74.6 74.6
Repurchases and retirements of common shares (89.2) (521.3) — (610.5) — (610.5)
BAM member surplus contributions, net of tax — — — — 62.3 62.3
Amortization of restricted share awards 10.3 — — 10.3 — 10.3
Recognition of equity-based compensation expense
   of subsidiaries 8.1 — — 8.1 .8 8.9
Net contributions and dilution from other
   noncontrolling interests 14.2 (9.7) — 4.5 (9.1) (4.6)
Disposition of noncontrolling interests — — — — (17.5) (17.5)
Balance at September 30, 2022 $ 535.3 $ 3,175.9 $ (3.2) $ 3,708.0 $ 158.3 $ 3,866.3

~~See Notes to Consolidated Financial Statements.~~

WHITE MOUNTAINS INSURANCE GROUP, LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


			Nine Months Ended September 30,
		Three Months Ended March 31,								Three Months Ended March 31,
Millions	Millions		2023		2022		Millions	2024	2023
Cash flows from operations:	Cash flows from operations:
Net income (loss)
Net income (loss)
Net income (loss)	Net income (loss)		$	218.2	$	650.9
Adjustments to reconcile net income to net cash provided from (used for) operations:	Adjustments to reconcile net income to net cash provided from (used for) operations:						Adjustments to reconcile net income to net cash provided from (used for) operations:
Net realized and unrealized investment (gains) losses	Net realized and unrealized investment (gains) losses		(190.1)		141.9
Net realized and unrealized investment (gains) losses from investment in MediaAlpha	Net realized and unrealized investment (gains) losses from investment in MediaAlpha		38.9		113.3
Deferred income tax expense (benefit)	Deferred income tax expense (benefit)		1.9		22.1
Amortization of restricted share awards	Amortization of restricted share awards		11.2		10.3
Amortization (accretion) and depreciation	Amortization (accretion) and depreciation		(10.3)		7.0
Net (income) loss from discontinued operation, net of tax - NSM Group			—		(16.4)
Net (gain) loss from sale of discontinued operations, net of tax - NSM Group			—		(886.8)

Change in fair value of contingent consideration - Ark

Change in fair value of contingent consideration - Ark

Change in fair value of contingent consideration - Ark
Other operating items:	Other operating items:						Other operating items:
Net change in reinsurance recoverables	Net change in reinsurance recoverables		56.9		(95.1)
Net change in insurance premiums receivable			(236.4)		(282.3)
Net change in insurance premiums, commissions and fees receivable
Net change in deferred acquisition costs	Net change in deferred acquisition costs		(54.0)		(45.0)
Net change in loss and loss adjustment expense reserves	Net change in loss and loss adjustment expense reserves		275.3		434.7
Net change in unearned insurance premiums	Net change in unearned insurance premiums		375.4		305.8
Net change in reinsurance payable	Net change in reinsurance payable		(104.8)		(111.4)
Net change in restricted cash			(12.2)		4.4
Net change in premiums and commissions payable

Contributions to Kudu’s Participation Contracts
Contributions to Kudu’s Participation Contracts
Contributions to Kudu’s Participation Contracts	Contributions to Kudu’s Participation Contracts		(108.3)		(97.9)
Proceeds from Kudu’s Participation Contracts sold	Proceeds from Kudu’s Participation Contracts sold		74.6		—
Net other operating activities	Net other operating activities		43.3		(37.3)
Net cash provided from (used for) operations - continuing operations			379.6		118.2
Net cash provided from (used for) operations - NSM Group discontinued operations (Note 19)			—		38.7

Net cash provided from (used for) operations

Net cash provided from (used for) operations

Net cash provided from (used for) operations	Net cash provided from (used for) operations		379.6		156.9
Cash flows from investing activities:	Cash flows from investing activities:						Cash flows from investing activities:
Net change in short-term investments	Net change in short-term investments		(194.9)		(735.4)
Sales of fixed maturity investments	Sales of fixed maturity investments		107.9		212.4
Maturities, calls and paydowns of fixed maturity investments	Maturities, calls and paydowns of fixed maturity investments		212.6		107.3
Sales of common equity securities			129.9		—

Distributions and redemptions of other long-term investments
Distributions and redemptions of other long-term investments
Distributions and redemptions of other long-term investments	Distributions and redemptions of other long-term investments		26.8		55.0

Proceeds from the sale of NSM Group and Other Operating Businesses, net of cash sold of $0.8 and $144.4			17.3		1,384.3
Purchases of consolidated subsidiaries, net of cash acquired of $0.0 and $0.3			—		(67.9)
Proceeds from the sale of Other Operating Businesses, net of cash sold of $0.0 and $0.8

Proceeds from the sale of Other Operating Businesses, net of cash sold of $0.0 and $0.8

Proceeds from the sale of Other Operating Businesses, net of cash sold of $0.0 and $0.8
Purchases of consolidated subsidiaries, net of cash acquired of $44.9 and $0.0
Purchases of fixed maturity investments	Purchases of fixed maturity investments		(392.9)		(474.1)
Purchases of common equity securities and investment in MediaAlpha			(114.2)		(88.0)

Purchases of other long-term investments
Purchases of other long-term investments
Purchases of other long-term investments	Purchases of other long-term investments		(237.7)		(136.9)
Net other investing activities	Net other investing activities		(9.8)		3.7
Net cash provided from (used for) investing activities - continuing operations			(455.0)		260.4
Net cash provided from (used for) investing activities - NSM Group discontinued operations (Note 19)			—		7.1

Net cash provided from (used for) investing activities

Net cash provided from (used for) investing activities

Net cash provided from (used for) investing activities	Net cash provided from (used for) investing activities		(455.0)		267.5
Cash flows from financing activities:	Cash flows from financing activities:						Cash flows from financing activities:
Draw down of debt and revolving lines of credit			12.2		211.8

Repayment of debt and revolving lines of credit
Repayment of debt and revolving lines of credit
Repayment of debt and revolving lines of credit	Repayment of debt and revolving lines of credit		(24.3)		(10.5)

Cash dividends paid to common shareholders	Cash dividends paid to common shareholders		(2.6)		(3.0)
Cash dividends paid to common shareholders
Cash dividends paid to common shareholders
Repurchases and retirements of common shares	Repurchases and retirements of common shares		(32.7)		(610.5)

BAM member surplus contributions
BAM member surplus contributions
BAM member surplus contributions
Net contributions from (distributions to) other noncontrolling interests	Net contributions from (distributions to) other noncontrolling interests		(5.3)		(9.2)
Net (contributions to) distributions from discontinued operations			—		11.6

Issuances of shares to noncontrolling interests			—		74.6

BAM member surplus contributions			46.4		62.3

Fidus Re premium payments	Fidus Re premium payments		(10.3)		(5.6)
Net other financing activities			(.2)		(2.1)
Net cash provided from (used for) financing activities - continuing operations			(16.8)		(280.6)
Net cash provided from (used for) financing activities - NSM Group discontinued operations (Note 19)			—		(17.5)

Fidus Re premium payments

Fidus Re premium payments

Net cash provided from (used for) financing activities	Net cash provided from (used for) financing activities		(16.8)		(298.1)

Net change in cash during the period - continuing operations			(92.2)		98.0
Cash balances at beginning of period (includes restricted cash balances of $12.2 and $4.5 and excludes discontinued operations cash balances of $0.0 and $111.6)			255.0		147.7

Net cash provided from (used for) financing activities

Cash balances at end of period (includes restricted cash balances of $0.0 and $8.9 and excludes discontinued operations cash balances of $0.0 and $0.0)			$	162.8	$	245.7
Net cash provided from (used for) financing activities

Net change in cash during the period
Net change in cash during the period
Net change in cash during the period
Cash balances at beginning of period (includes restricted cash balances of $0.7 and $12.2)

Cash balances at end of period (includes restricted cash balances of $83.0 and $13.0)

Cash balances at end of period (includes restricted cash balances of $83.0 and $13.0)

Cash balances at end of period (includes restricted cash balances of $83.0 and $13.0)
Supplemental cash flows information:	Supplemental cash flows information:
Interest paid	Interest paid		$	(18.0)	$	(10.9)
Interest paid
Interest paid
Net income tax payments	Net income tax payments		(29.9)		(3.2)

See Notes to Consolidated Financial Statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 1. Basis of Presentation and Significant Accounting Policies

Basis of Presentation

White Mountains Insurance Group, Ltd. (the “Company” or the “Registrant”) is an exempted Bermuda limited liability company whose principal businesses are conducted through its subsidiaries and other affiliates. The Company’s headquarters is located at 26 Reid Street, Hamilton, Bermuda HM 11, its principal executive office is located at 23 South Main Street, Suite 3B, Hanover, New Hampshire 03755-2053 and its registered office is located at Clarendon House, 2 Church Street, Hamilton, Bermuda HM 11. The Company’s website is www.whitemountains.com. The information contained on White Mountains’s website is not incorporated by reference into, and is not a part of, this report.

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and include the accounts of the Company, its subsidiaries (collectively with the Company, “White Mountains”) and other entities required to be consolidated under GAAP. Intercompany transactions have been eliminated in consolidation. Certain amounts in the prior period financial statements have been reclassified to conform to the current presentation.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

These interim financial statements include all adjustments considered necessary by management to fairly state the financial position, results of operations and cash flows of White Mountains. These interim financial statements may not be indicative of financial results for the full year and should be read in conjunction with the Company’s ~~2022~~2023 Annual Report on Form 10-K.

Reportable Segments

As of ~~September 30, 2023,~~March 31, 2024, White Mountains conducted its operations through ~~three~~four reportable segments: (1) Ark/WM Outrigger, (2) HG Global/BAM, ~~(2) Ark/WM Outrigger,~~(3) Kudu and ~~(3) Kudu,~~(4) Bamboo, with our remaining operating businesses, holding companies and other assets included in Other Operations. White Mountains has made its segment determination based on consideration of the following criteria: (i) the nature of the business activities of each of the Company’s subsidiaries and affiliates; (ii) the manner in which the Company’s subsidiaries and affiliates are organized; (iii) the existence of primary managers responsible for specific subsidiaries and affiliates; and (iv) the organization of information provided to the Company’s chief operating decision makers and its Board of Directors. See Note 14 — “Segment Information.”

The HG Global/BAM segment consists of HG Global Ltd. and its wholly-owned subsidiaries (collectively, “HG Global”) and the consolidated results of Build America Mutual Assurance Company (“BAM”) (collectively with HG Global, “HG Global/BAM”). BAM is the first and only mutual municipal bond insurance company in the United States. By insuring the timely payment of principal and interest, BAM provides market access to, and lowers interest expense for, issuers of municipal bonds used to finance essential public purpose projects, such as schools, utilities and transportation facilities. BAM is owned by and operated for the benefit of its members, the municipalities ~~that purchase BAM’s insurance for their~~whose debt ~~issuances.~~issuances are insured by BAM. HG Global was established to fund the startup of BAM and, through its reinsurance subsidiary, HG Re Ltd. (“HG Re”), to provide up to 15%-of-par, first loss reinsurance protection for policies underwritten by BAM. HG Global, together with its subsidiaries, funded the initial capitalization of BAM through the purchase of $503.0 million of surplus notes issued by BAM (the “BAM Surplus Notes”). As of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, White Mountains owned 96.9% of HG Global’s preferred equity and 88.4% of its common equity. White Mountains does not have an ownership interest in BAM. However, White Mountains is required to consolidate BAM’s results in its financial statements because BAM is a variable interest entity (“VIE”) for which White Mountains is the primary beneficiary. BAM’s results are all attributed to noncontrolling interests.

The Ark/WM Outrigger segment consists of Ark Insurance Holdings Limited and its subsidiaries (collectively, “Ark”) and Outrigger Re Ltd. Segregated Account 2023-1 (“WM Outrigger Re”) (collectively with Ark, “Ark/WM Outrigger”). Ark is a specialty property and casualty insurance and reinsurance company that offers a wide range of niche insurance and reinsurance products, including property, specialty, marine & energy, casualty and accident & health. Ark underwrites select coverages through Lloyd’s Syndicates 4020 and 3902 (the “Syndicates”) and its wholly-owned subsidiary Group Ark Insurance Limited (“GAIL”). White Mountains acquired a controlling ownership interest in Ark on January 1, 2021 (the “Ark Transaction”). As of September 30, 2023 and December 31, 2022, White Mountains owned 72.0% of Ark on a basic shares outstanding basis (63.0% after taking account of management’s equity incentives). The remaining shares are owned by current and former employees. In the future, management rollover shareholders could earn additional shares in Ark if and to the extent that White Mountains achieves certain multiple of invested capital return thresholds. If fully earned, these additional shares would represent 12.5% of the shares outstanding at closing. The liability related to these additional shares is recorded as contingent consideration. For the years of account prior to the Ark Transaction, a significant proportion of the Syndicates’ underwriting capital was provided by third-party insurance and reinsurance groups (“TPC Providers”) using whole account reinsurance contracts with Ark’s corporate member. For the years of account subsequent to the Ark Transaction, Ark is no longer using TPC Providers to provide underwriting capital for the Syndicates. Captions within results of operations and other comprehensive income for the three and nine months ended September 30, 2022 are shown net of amounts relating to the TPC Providers’ share of the Syndicates’ results, including investment results. During the fourth quarter of 2022, Ark sponsored the formation of Outrigger Re Ltd., a Bermuda company registered as a special purpose insurer and segregated accounts company, to provide collateralized reinsurance protection on Ark’s Bermuda global property catastrophe excess of loss portfolio written in calendar year 2023. Outrigger Re Ltd. issued non-voting redeemable preference shares on behalf of four segregated accounts to White Mountains and unrelated third-party investors. White Mountains consolidates the results of its segregated account, WM Outrigger Re, in its financial statements. See ~~Note 2 — “Significant Transactions.”~~ ~~As of September 30, 2023 and December 31, 2022, White Mountains owned 100.0% of WM Outrigger Re’s preferred equity.~~

The Kudu segment consists of Kudu Investment Management, LLC and its subsidiaries (collectively “Kudu”). Kudu provides capital solutions for boutique asset and wealth managers for a variety of purposes including generational ownership transfers, management buyouts, acquisition and growth finance and legacy partner liquidity. Kudu also provides strategic assistance to investees from time to time. Kudu’s capital solutions generally are structured as minority preferred equity stakes with distribution rights, typically tied to gross revenues and designed to generate immediate cash yields. As of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, White Mountains owned ~~89.2%~~89.4% and ~~89.3%~~89.6% of Kudu’s basic units outstanding ~~(76.1%~~(76.2% and ~~76.1%~~76.3% on a ~~fully diluted, fully converted~~fully-diluted, fully-converted basis).

The Bamboo segment consists of PM Holdings LLC (“Bamboo Holdings”), Bamboo Ide8 Insurance Services LLC (“Bamboo MGA”) and Ide8 Limited (“Bamboo Captive”) (collectively with Bamboo Holdings and Bamboo MGA, “Bamboo”). Bamboo is a capital-light, tech- and data-enabled insurance distribution platform providing homeowners’ insurance and related products to the residential property market in California. Bamboo operates primarily through Bamboo MGA, its full-service managing general agent (“MGA”) business, where the company manages all aspects of the placement process on behalf of its fronting and reinsurance partners, including product development, marketing, underwriting, policy issuance and claims oversight, and it earns commissions based on the volume and profitability of the insurance that it places. It offers both admitted and non-admitted products. Bamboo also operates two separate but integrated businesses: (i) a retail agency, within Bamboo MGA, offering ancillary products on behalf of third parties and (ii) Bamboo Captive, a Bermuda-domiciled captive reinsurer that participates in the underwriting risk of Bamboo’s MGA programs to align interests with reinsurance partners. On January 2, 2024, White Mountains acquired a controlling interest in Bamboo. See Note 2 — “Significant Transactions”. As of March 31, 2024, White Mountains owned 72.8% of the basic units outstanding of Bamboo (63.7% on a fully-diluted, fully-converted basis).

White Mountains’s ~~Other Operations consists~~other operations consist of the Company and its wholly-owned subsidiary, White Mountains Capital, LLC (“WM Capital”), its other intermediate holding companies, its wholly-owned investment management subsidiary, White Mountains Advisors LLC (“WM Advisors”), investment assets managed by WM Advisors, its interests in MediaAlpha, Inc. (“MediaAlpha”), PassportCard Limited (“PassportCard”) and DavidShield Life Insurance Agency (2000) Ltd. (“DavidShield”) (collectively, “PassportCard/DavidShield”), Elementum Holdings LP (“Elementum”), certain other consolidated and unconsolidated entities (“Other Operating Businesses”) and certain other ~~assets.~~assets (collectively, “Other Operations”).

~~Discontinued Operations~~

On ~~August 1, 2022,~~October 25, 2023, White Mountains ~~Holdings (Luxembourg) S.à r.l. (“WTM Holdings Seller”), an indirect wholly owned subsidiary~~announced the launch of White Mountains ~~completed the sale of~~Partners LLC (“WTM Partners”), which will acquire businesses in non-insurance, non-financial services sectors including essential services, light industrial and specialty consumer. White Mountains ~~Catskill Holdings, Inc. and NSM Insurance HoldCo, LLC (“NSM” and, collectively with White Mountains Catskill Holdings, Inc., the “NSM Group”)~~expects to ~~Riser Merger Sub, Inc., an affiliate~~deploy up to $500.0 million of ~~The Carlyle Group Inc. (the “NSM Transaction”), pursuant to the terms of the securities purchase agreement dated as of May 9, 2022. See~~ ~~Note 2 — “Significant Transactions.” NSM~~equity capital through WTM Partners over time. WTM Partners is ~~a full-service managing general agent (“MGA”) and program administrator with delegated binding authorities for specialty property and casualty insurance.~~

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. See ~~Note 19 — “Held for Sale and Discontinued~~included within Other Operations.”

Significant Accounting Policies

~~Refer~~In addition to the following, refer to the Notes to Consolidated Financial Statements in the Company’s ~~2022~~2023 Annual Report on Form 10-K for a complete discussion regarding White Mountains’s significant accounting policies.

Revenue Recognition

Bamboo’s revenues consist primarily of commission and fee revenues for placement of insurance policies.Commission and fee revenues are measured based on the contractual rates with insurance carriers, net of any amounts expected to be uncollectible and any amounts associated with expected policy cancellations and adjustments, and are recognized when contractual performance obligations have been fulfilled.Bamboo’s primary contractual performance obligations are generally satisfied upon the issuance of an insurance policy.Where Bamboo has significant performance obligations beyond the policy effective date, Bamboo estimates the relative standalone selling price for the post-issuance services using the price charged for the service when sold separately in similar circumstances to similar customers in order to allocate the transaction price.

Bamboo’s premiums, commissions and fees receivable consist of insurance premiums and fees receivable from customers and commissions receivable from insurance carriers, net of a provision for amounts estimated to be uncollectible and any amounts associated with expected policy cancellations and adjustments.

Deferred revenues associated with unsatisfied performance obligations are recognized within other liabilities.

Broker Commission Expenses

Bamboo’s broker commission expense consists of commissions paid to sub-agents and brokers.Broker commission expense is measured in accordance with contractual terms and recognized when incurred, which is generally at the policy issuance date.

Note 2. Significant Transactions

~~NSM~~Bamboo Transaction

On ~~August 1, 2022, the NSM Transaction closed.~~October 19, 2023, White Mountains ~~received $1.4 billion~~entered into an agreement and plan of merger (the “Bamboo Merger Agreement”) with Bamboo MGA and John Chu, as the unitholders’ representative. Under the terms of the Bamboo Merger Agreement, White Mountains’s wholly-owned subsidiary, WM Pierce Merger Sub LLC, agreed to merge with and into Bamboo MGA, with Bamboo MGA continuing as the surviving company (the “Bamboo Merger”). Concurrently with the execution of the Bamboo Merger Agreement, certain Bamboo management unitholders agreed to roll over the majority of their existing equity in ~~net cash proceeds at closing~~Bamboo MGA into Bamboo Holdings. White Mountains also agreed to make an equity contribution to Bamboo immediately following the Bamboo Merger (together with the Bamboo Merger and ~~recognized a net transaction gain~~the rollover transactions, the “Bamboo Transaction”).

On January 2, 2024, White Mountains closed the Bamboo Transaction in accordance with the terms of ~~$875.7 million, which was comprised of $886.8~~the Bamboo Merger Agreement, investing $296.7 million of ~~net gain from sale~~equity into Bamboo, which included the contribution of ~~discontinued operations~~$36.0 million to retire Bamboo’s legacy credit facility and ~~$2.9~~the contribution of $20.0 million of ~~comprehensive income~~primary capital. The consideration is subject to customary purchase price adjustments. At closing, White Mountains owned 72.8% of Bamboo on a basic shares outstanding basis (63.7% on a fully-diluted/fully-converted basis, taking account of management’s equity incentives), while Bamboo management owned 16.1% of basic shares outstanding (26.6% on a fully-diluted/fully-converted basis).

White Mountains recognized total assets acquired related to the ~~recognition~~Bamboo Transaction of ~~foreign currency translation gains (losses) from the sale, partially offset by $14.0~~$479.5 million, total liabilities assumed of $91.7 million and noncontrolling interest of $111.1 million reflecting acquisition date fair values. Total assets acquired included $371.4 million of ~~compensation~~goodwill and other intangible assets. In connection with the acquisition, White Mountains incurred transaction costs ~~related to the transaction recorded~~of $4.0 million in Other ~~Operations.~~Operations, of which $0.3 million were expensed in the first quarter of 2024.

The following presents additional details of the assets acquired and liabilities assumed as of the January 2, 2024 acquisition date:


Millions	As of January 2, 2024
Fixed maturity investments, at fair value	$	8.2
Short-term investments, at fair value	9.3
Cash (restricted $37.0)	44.9		(1)
Premiums and commissions receivable	38.0
Other assets	7.7
Total tangible assets	108.1

Loss and loss adjustment expense reserves	(9.3)
Unearned insurance premiums	(20.1)
Premiums and commissions payable	(49.2)
Other liabilities	(13.1)
Total tangible liabilities	(91.7)
Net tangible assets acquired	16.4

Goodwill	270.4
Other intangible assets	101.0
Total goodwill and other intangible assets	371.4
Net assets acquired	$	387.8

(1) Cash excludes the White Mountains cash contribution of $20.0 as part of the Bamboo Transaction,

which is not part of the purchase consideration.

The values of net tangible assets acquired and the resulting goodwill and other intangible assets were recorded at fair value using Level 3 inputs. The majority of the tangible assets acquired and liabilities assumed were recorded at their carrying values, as their carrying values approximated their fair values due to their short-term nature. The fair values of other intangible assets were internally estimated based primarily on the income approach. The income approach estimates fair value based on the present value of the cash flows that the assets are expected to generate in the future. White Mountains developed internal estimates for the expected future cash flows and discount rates used in the present value calculations. See Note 4 — “Goodwill and Other Intangible Assets.”

The value of the noncontrolling interest is recorded at the acquisition date fair value, based on the valuation implied in the Bamboo Transaction.

Bamboo’s segment income and expenses for three months ended March 31, 2024 are presented in Note 14 — “Segment Information.”

WM Outrigger Re

During the fourth quarter of 2022, Ark sponsored the formation of Outrigger Re Ltd., a Bermuda company registered as a special purpose insurer and segregated accounts company, to provide reinsurance capacity to Ark. ~~On December 20, 2022,~~ Outrigger Re Ltd. ~~issued~~was capitalized with $250.0 million of ~~non-voting redeemable~~ preference shares ~~on behalf~~for business written in the 2023 underwriting year, of ~~four segregated accounts to~~which White Mountains ~~and~~contributed $205.0 million. The remaining capital was provided by unrelated third-party investors. ~~Upon issuance of the preference shares,~~ Outrigger Re Ltd. entered into collateralized quota share agreements with GAIL to provide reinsurance protection on Ark’s Bermuda global property catastrophe excess of loss portfolio written in ~~calendar year 2023.~~the 2023 underwriting year. The proceeds from the issuance of the preference shares were deposited into collateral trust accounts to fund any potential obligations under the reinsurance agreements with GAIL. Outrigger Re Ltd.’s obligations under the reinsurance agreements with GAIL are subject to an aggregate limit equal to the assets in the collateral trusts at any point in time. The terms of the reinsurance agreements are renewable upon the mutual agreement of Ark and the applicable preference ~~shareholder.~~shareholder of Outrigger Re Ltd.

During the fourth quarter of 2023, Ark renewed Outrigger Re Ltd. for the 2024 underwriting year with $250.0 million of capital, of which White Mountains rolled over $130.0 million from its commitment to the 2023 underwriting year. The remaining capital was provided by new and continuing unrelated third-party investors.

As of March 31, 2024 and December 31, 2023, short-term investments of $222.4 million and $265.3 million were held in a collateral trust account required to be maintained in relation to WM Outrigger Re’s reinsurance agreement with GAIL.

White Mountains ~~purchased~~owns 100% of the preference shares ~~issued by~~linked to its segregated account, WM Outrigger ~~Re, for $205.0 million.~~Re. White Mountains consolidates WM Outrigger Re’s results in its financial statements. WM Outrigger Re’s quota share reinsurance agreement with GAIL eliminates in White Mountains’s consolidated financial statements.

~~Kudu~~During January 2024, White Mountains received an initial return of capital of $68.1 million from WM Outrigger Re for business written in the 2023 underwriting year. White Mountains expects to receive any additional return of capital and associated profits from business written in the 2023 underwriting year beginning in the third quarter of 2024.

On May 26, 2022, Kudu raised $114.5 million of equity capital (the “Kudu Transaction”) from Massachusetts Mutual Life Insurance Company (“Mass Mutual”), White Mountains and Kudu management. Mass Mutual, White Mountains and Kudu management contributed $64.1 million, $50.0 million and $0.4 million at a pre-money valuation of 1.3x book value, or $114.0 million above the December 31, 2021 equity value of Kudu’s go-forward portfolio of revenue and earnings participation contracts (“Participation Contracts”). The go-forward portfolio of Kudu’s Participation Contracts excluded $54.3 million of enterprise value as of December 31, 2021 relating to two portfolio companies that had announced sale transactions prior to the capital raise. As a result of the Kudu Transaction, White Mountains’s basic ownership of Kudu decreased from 99.1% to 89.3%.

Note 3. Investment Securities

White Mountains’s portfolio of investment securities held for general investment purposes consists of fixed maturity investments, short-term investments, common equity securities, its investment in MediaAlpha and other long-term investments.White Mountains’s portfolio of fixed maturity investments, ~~which~~including those within short-term investments, are classified as trading securities. Trading securities are reported at fair value as of the balance sheet date. ~~Net realized and unrealized investment gains (losses) on trading securities are reported in pre-tax revenues.~~

White Mountains’s fixed maturity investments are generally valued using industry standard pricing methodologies. Key inputs include benchmark yields, benchmark securities, reported trades, issuer spreads, bids, offers, credit ratings and prepayment speeds. Income on mortgage and asset-backed securities is recognized using an effective yield based on anticipated prepayments and the estimated economic life of the securities. When actual prepayments differ significantly from anticipated prepayments, the estimated economic life is recalculated and the remaining unamortized premium or discount is amortized prospectively over the remaining economic life.

Realized investment gains (losses) resulting from sales of investment securities are accounted for using the specific identification method. Premiums and discounts on all fixed maturity investments are amortized or accreted to income over the anticipated life of the investment. Short-term investments ~~consist of~~also include interest-bearing money market funds and certificates of deposit ~~and other securities, which at the time of purchase, mature or become available for use within one year. Short-term investments~~that are carried at fair ~~value, which approximated amortized cost, as~~value. White Mountains’s portfolio of ~~September 30, 2023~~common equity securities, its investment in MediaAlpha and ~~December 31, 2022.~~

other long-term investments are measured at fair value.Other long-term investments consist primarily of unconsolidated entities, Kudu’s Participation Contracts, private equity funds and hedge funds, a bank loan fund, Lloyd’s trust deposits, ~~insurance-linked securities (“ILS”)~~ILS funds and private debt instruments.White Mountains has taken the fair value option for its equity method eligible investments. See Note 16 — “Equity Method Eligible Investments”. Net realized and unrealized investment gains (losses) are reported in pre-tax revenues.

Net Investment Income

White Mountains’s net investment income is comprised primarily of interest income associated with White Mountains’s fixed maturity investments and short-term investments, dividend income from common equity securities ~~distributions from its investment in MediaAlpha~~ and distributions from other long-term investments.

The following table presents pre-tax net investment income for the three ~~and nine~~ months ended ~~September 30, 2023~~March 31, 2024 and ~~2022:~~2023:

Three Months Ended September 30, Nine Months Ended September 30,
Millions 2023 2022 2023 2022
Fixed maturity investments $ 16.6 $ 11.1 $ 46.6 $ 28.6
Short-term investments 13.8 6.7 34.8 7.2
Common equity securities 1.0 .1 3.6 .2
Other long-term investments 17.4 17.1 46.8 45.9
Amount attributable to TPC Providers — (.3) — (.8)
Total investment income 48.8 34.7 131.8 81.1
Third-party investment expenses (.7) (.8) (1.7) (1.5)
Net investment income, pre-tax $ 48.1 $ 33.9 $ 130.1 $ 79.6


	Three Months Ended March 31,
Millions		2024		2023
Fixed maturity investments		$	20.9	$	14.5
Short-term investments		15.7		9.7
Common equity securities		.5		1.3
Other long-term investments		20.6		14.1

Total investment income		57.7		39.6
Third-party investment expenses		(.7)		(.6)
Net investment income, pre-tax		$	57.0	$	39.0

Net Realized and Unrealized Investment Gains (Losses)

The following table presents net realized and unrealized investment gains (losses) for the three ~~and nine~~ months ended ~~September 30, 2023~~March 31, 2024 and ~~2022:~~2023:


		Three Months Ended September 30,				Nine Months Ended September 30,
				Three Months Ended March 31,
				Three Months Ended March 31,
				Three Months Ended March 31,
Millions	Millions	2023		2022		2023		2022		Millions	2024	2023
Realized investment gains (losses)	Realized investment gains (losses)
Fixed maturity investments	Fixed maturity investments	$	(.3)	$	(4.9)	$	(1.7)	$	(10.8)
Fixed maturity investments
Fixed maturity investments
Short-term investments	Short-term investments	(.2)		(.1)		(.3)		(.4)
Common equity securities		1.2		—		13.8		—

Other long-term investments

Other long-term investments

Other long-term investments	Other long-term investments	.6		3.4		48.9		24.1
Net realized investment gains (losses)	Net realized investment gains (losses)	1.3		(1.6)		60.7		12.9
Unrealized investment gains (losses)	Unrealized investment gains (losses)
Fixed maturity investments
Fixed maturity investments
Fixed maturity investments	Fixed maturity investments	(27.9)		(58.8)		(9.7)		(192.9)
Short-term investments	Short-term investments	(.6)		(2.1)		.7		(2.6)
Common equity securities	Common equity securities	(18.5)		4.3		29.8		(6.3)
Investment in MediaAlpha	Investment in MediaAlpha	(46.8)		(18.6)		(38.9)		(113.3)
Other long-term investments	Other long-term investments	34.2		27.5		108.6		40.8
Net unrealized investment gains (losses)	Net unrealized investment gains (losses)	(59.6)		(47.7)		90.5		(274.3)
Net realized and unrealized investment gains (losses), before amount attributable to TPC providers (1)		(58.3)		(49.3)		151.2		(261.4)
Amount attributable to TPC Providers		—		1.3		—		6.2

Net realized and unrealized investment gains (losses) (1)

Net realized and unrealized investment gains (losses) (1)

Net realized and unrealized investment gains (losses) (1)
Fixed maturity and short-term investments
Net realized and unrealized investment gains (losses)	Net realized and unrealized investment gains (losses)	$	(58.3)	$	(48.0)	$	151.2	$	(255.2)
Fixed maturity and short-term investments
Net realized and unrealized investment gains (losses)
Net realized and unrealized investment gains (losses)	Net realized and unrealized investment gains (losses)	$	(29.0)	$	(65.9)	$	(11.0)	$	(206.7)
Less: net realized and unrealized gains (losses) on investment securities sold during the period	Less: net realized and unrealized gains (losses) on investment securities sold during the period	2.5		.1		4.7		(3.0)
Net unrealized investment gains (losses) recognized during the period on investment securities held at the end of the period	Net unrealized investment gains (losses) recognized during the period on investment securities held at the end of the period	$	(31.5)	$	(66.0)	$	(15.7)	$	(203.7)
Common equity securities and investment in MediaAlpha	Common equity securities and investment in MediaAlpha
Net realized and unrealized investment gains (losses) on common equity securities	Net realized and unrealized investment gains (losses) on common equity securities	$	(17.3)	$	4.3	$	43.6	$	(6.3)
Net realized and unrealized investment gains (losses) on common equity securities
Net realized and unrealized investment gains (losses) on common equity securities
Net realized and unrealized investment gains (losses) from investment in MediaAlpha	Net realized and unrealized investment gains (losses) from investment in MediaAlpha	(46.8)		(18.6)		(38.9)		(113.3)
Total net realized and unrealized investment gains (losses)	Total net realized and unrealized investment gains (losses)	(64.1)		(14.3)		4.7		(119.6)
Less: net realized and unrealized gains (losses) on investment securities sold during the period	Less: net realized and unrealized gains (losses) on investment securities sold during the period	(.1)		—		3.7		—
Net unrealized investment gains (losses) recognized during the period on investment securities held at the end of the period	Net unrealized investment gains (losses) recognized during the period on investment securities held at the end of the period	$	(64.0)	$	(14.3)	$	1.0	$	(119.6)

(1) For the three months ended ~~September 30,~~March 31, 2024 and 2023, includes $(11.5) and 2022, includes $(12.8) and $(22.6) of net realized and unrealized investment gains (losses) related to foreign currency exchange. For the nine months ending September 30, 2023 and 2022, includes $(1.9) and $(44.4)$5.4 of net realized and unrealized investment gains (losses) related to foreign currency exchange.

The following table presents total net unrealized gains (losses) attributable to Level 3 investments for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2024 and 2023 ~~and 2022~~ for investments still held at the end of the period:


		Three Months Ended September 30,				Nine Months Ended September 30,
				Three Months Ended March 31,
				Three Months Ended March 31,
				Three Months Ended March 31,
Millions	Millions	2023		2022		2023		2022		Millions	2024	2023

Total net unrealized investment gains on other long-term investments held at the end of the period, pre-tax	Total net unrealized investment gains on other long-term investments held at the end of the period, pre-tax	$	24.6	$	40.8	$	76.0	$	57.7

Investment Holdings

The following tables present the cost or amortized cost, gross unrealized investment gains (losses), net foreign currency gains (losses) and carrying ~~values~~value of White Mountains’s fixed maturity investments as of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022:~~2023:


		September 30, 2023											March 31, 2024
Millions	Millions	Cost or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Net Foreign Currency Gains (Losses)		Carrying Value		Millions	Cost or Amortized Cost	Gross Unrealized Gains	Gross Unrealized Losses	Net Foreign Currency Gains (Losses)	Carrying Value
U.S. Government and agency obligations	U.S. Government and agency obligations	$	270.1	$	—	$	(9.0)	$	—	$	261.1
Debt securities issued by corporations	Debt securities issued by corporations	1,038.8		.1		(74.6)		(2.7)		961.6
Municipal obligations	Municipal obligations	264.6		—		(26.4)		—		238.2
Mortgage and asset-backed securities	Mortgage and asset-backed securities	372.6		—		(47.2)		—		325.4

Collateralized loan obligations	Collateralized loan obligations	196.5		.3		(3.1)		(2.1)		191.6
Collateralized loan obligations
Collateralized loan obligations
Total fixed maturity investments	Total fixed maturity investments	$	2,142.6	$	.4	$	(160.3)	$	(4.8)	$	1,977.9


		December 31, 2022											December 31, 2023
Millions	Millions	Cost or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Net Foreign Currency Gains (Losses)		Carrying Value		Millions	Cost or Amortized Cost	Gross Unrealized Gains	Gross Unrealized Losses	Net Foreign Currency Gains (Losses)	Carrying Value
U.S. Government and agency obligations	U.S. Government and agency obligations	$	216.6	$	—	$	(10.2)	$	—	$	206.4
Debt securities issued by corporations	Debt securities issued by corporations	1,098.3		.6		(78.3)		(1.8)		1,018.8
Municipal obligations	Municipal obligations	281.6		.4		(23.4)		—		258.6
Mortgage and asset-backed securities	Mortgage and asset-backed securities	288.7		—		(34.5)		—		254.2

Collateralized loan obligations	Collateralized loan obligations	190.8		.1		(6.0)		(2.0)		182.9
Collateralized loan obligations
Collateralized loan obligations
Total fixed maturity investments	Total fixed maturity investments	$	2,076.0	$	1.1	$	(152.4)	$	(3.8)	$	1,920.9

The following table presents the cost or amortized cost and carrying ~~values~~value of White Mountains’s fixed maturity investments by contractual maturity as of ~~September 30, 2023.~~March 31, 2024. Actual maturities could differ from contractual maturities because borrowers may have the right to call or prepay certain obligations with or without ~~call or prepayment~~ penalties.


			September 30, 2023
		March 31, 2024								March 31, 2024
Millions	Millions		Cost or Amortized Cost		Carrying Value		Millions	Cost or Amortized Cost	Carrying Value
Due in one year or less	Due in one year or less		$	307.6	$	301.2
Due after one year through five years	Due after one year through five years		870.9		813.4
Due after five years through ten years	Due after five years through ten years		302.7		267.6
Due after ten years	Due after ten years		92.3		78.7
Mortgage and asset-backed securities and collateralized loan obligations	Mortgage and asset-backed securities and collateralized loan obligations		569.1		517.0
Total fixed maturity investments	Total fixed maturity investments		$	2,142.6	$	1,977.9

The following tables present the cost or amortized cost, gross unrealized investment gains (losses), net foreign currency gains (losses), and carrying ~~values~~value of common equity securities, White Mountains’s investment in MediaAlpha and other long-term investments as of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022:~~2023:


		September 30, 2023											March 31, 2024
Millions	Millions	Cost or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Net Foreign Currency Gains (Losses)		Carrying Value		Millions	Cost or Amortized Cost	Gross Unrealized Gains	Gross Unrealized Losses	Net Foreign Currency Gains (Losses)	Carrying Value
Common equity securities	Common equity securities	$	599.5	$	51.6	$	(4.8)	$	(9.3)	$	637.0
Investment in MediaAlpha	Investment in MediaAlpha	$	59.2	$	139.9	$	(10.3)	$	—	$	188.8

Other long-term investments	Other long-term investments	$	1,639.9	$	390.9	$	(116.6)	$	(18.4)	$	1,895.8
Other long-term investments
Other long-term investments


		December 31, 2022											December 31, 2023
Millions	Millions	Cost or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Net Foreign Currency Gains (Losses)		Carrying Value		Millions	Cost or Amortized Cost	Gross Unrealized Gains	Gross Unrealized Losses	Net Foreign Currency Gains (Losses)	Carrying Value
Common equity securities	Common equity securities	$	660.6	$	26.7	$	(8.4)	$	(10.5)	$	668.4
Investment in MediaAlpha	Investment in MediaAlpha	$	—	$	168.6	$	—	$	—	$	168.6

Other long-term investments	Other long-term investments	$	1,340.8	$	271.1	$	(107.1)	$	(16.8)	$	1,488.0
Other long-term investments
Other long-term investments

Fair Value Measurements

Fair value measurements are categorized into a hierarchy that distinguishes between inputs based on market data from independent sources (observable inputs) and a reporting entity’s internal assumptions based upon the best information available when external market data is limited or unavailable (unobservable inputs). Quoted prices in active markets for identical assets or liabilities have the highest priority (Level 1), followed by observable inputs other than quoted prices, including prices for similar but not identical assets or liabilities (Level 2) and unobservable inputs, including the reporting entity’s estimates of the assumptions that market participants would use, having the lowest priority (Level 3). See Note 17 — “Fair Value of Financial Instruments.”

~~As of September 30, 2023 and December 31, 2022, White Mountains used quoted market prices or other observable inputs to determine fair value for approximately 68% and 72% of the investment portfolio.~~

Fair Value ~~Measurements by~~Measurement By Level

The following tables present White Mountains’s fair value measurements for investments as of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023 by level. The major security types were based on the legal form of the securities. White Mountains has disaggregated its fixed maturity investments based on the issuing entity type, which impacts credit quality, with debt securities issued by U.S. government entities carrying minimal credit risk, while the credit and other risks associated with other issuers, such as corporations, municipalities or entities issuing mortgage and asset-backed securities vary depending on the nature of the issuing entity type. White Mountains further disaggregates debt securities issued by corporations by industry sector because investors often reference commonly used benchmarks and their subsectors to monitor risk and performance. Accordingly, White Mountains has further disaggregated this asset class into subclasses based on the similar sectors and industry classifications it uses to evaluate investment risk and performance against commonly used benchmarks, such as the Bloomberg Barclays U.S. Intermediate Aggregate.


		September 30, 2023									March 31, 2024
Millions	Millions	Fair Value		Level 1		Level 2		Level 3		Millions	Fair Value	Level 1	Level 2	Level 3
Fixed maturity investments:	Fixed maturity investments:									Fixed maturity investments:
U.S. Government and agency obligations	U.S. Government and agency obligations	$	261.1	$	261.1	$	—	$	—
Debt securities issued by corporations:	Debt securities issued by corporations:
Financials	Financials	290.1		—		290.1		—
Financials
Financials
Consumer	Consumer	188.3		—		188.3		—
Industrial
Healthcare	Healthcare	109.1		—		109.1		—
Industrial		107.8		—		107.8		—
Technology	Technology	107.5		—		107.5		—
Utilities	Utilities	66.6		—		66.6		—
Communications	Communications	42.4		—		42.4		—
Energy	Energy	29.1		—		29.1		—
Materials	Materials	20.7		—		20.7		—
Total debt securities issued by corporations	Total debt securities issued by corporations	961.6		—		961.6		—
Municipal obligations	Municipal obligations	238.2		—		238.2		—
Mortgage and asset-backed securities	Mortgage and asset-backed securities	325.4		—		325.4		—
Collateralized loan obligations	Collateralized loan obligations	191.6		—		191.6		—
Total fixed maturity investments	Total fixed maturity investments	1,977.9		261.1		1,716.8		—
Short-term investments	Short-term investments	1,162.9		1,149.7		13.2		—
Common equity securities:	Common equity securities:
Exchange-traded funds	Exchange-traded funds	252.1		252.1		—		—
Exchange-traded funds
Exchange-traded funds
Other (1)	Other (1)	384.9		—		384.9		—
Total common equity securities	Total common equity securities	637.0		252.1		384.9		—
Investment in MediaAlpha	Investment in MediaAlpha	188.8		188.8		—		—
Other long-term investments	Other long-term investments	1,090.7		—		15.4		1,075.3
Other long-term investments — NAV (2)	Other long-term investments — NAV (2)	805.1		—		—		—
Total other long-term investments	Total other long-term investments	1,895.8		—		15.4		1,075.3
Total investments	Total investments	$	5,862.4	$	1,851.7	$	2,130.3	$	1,075.3

(1) Consists of investments in listed funds that predominantly invest in international equities.

(2) Consists of private equity funds and hedge funds, a bank loan fund, Lloyd’s trust deposits and ILS funds for which fair value is measured using NAV as a practical expedient. Investments for which fair value is measured at NAV are not classified within the fair value hierarchy.


			December 31, 2022
		December 31, 2023													December 31, 2023
Millions	Millions		Fair Value		Level 1		Level 2		Level 3		Millions	Fair Value	Level 1	Level 2		Level 3
Fixed maturity investments:	Fixed maturity investments:										Fixed maturity investments:
U.S. Government and agency obligations	U.S. Government and agency obligations		$	206.4	$	206.4	$	—	$	—
Debt securities issued by corporations:	Debt securities issued by corporations:
Financials	Financials		291.2		—		291.2		—
Financials
Financials
Consumer	Consumer		191.9		—		191.9		—
Industrial
Healthcare	Healthcare		121.3		—		121.3		—
Industrial			115.4		—		115.4		—
Technology	Technology		123.7		—		123.7		—
Utilities	Utilities		73.8		—		73.8		—
Communications	Communications		47.9		—		47.9		—
Energy	Energy		33.9		—		33.9		—
Materials	Materials		19.7		—		19.7		—
Total debt securities issued by corporations	Total debt securities issued by corporations		1,018.8		—		1,018.8		—
Municipal obligations	Municipal obligations		258.6		—		258.6		—
Mortgage and asset-backed securities	Mortgage and asset-backed securities		254.2		—		254.2		—
Collateralized loan obligations	Collateralized loan obligations		182.9		—		182.9		—
Total fixed maturity investments	Total fixed maturity investments		1,920.9		206.4		1,714.5		—
Short-term investments	Short-term investments		924.1		924.1		—		—
Common equity securities:	Common equity securities:
Exchange-traded funds	Exchange-traded funds		333.8		333.8		—		—
Exchange-traded funds
Exchange-traded funds
Other (1)	Other (1)		334.6		—		334.6		—
Total common equity securities	Total common equity securities		668.4		333.8		334.6		—
Investment in MediaAlpha	Investment in MediaAlpha		168.6		168.6		—		—
Other long-term investments	Other long-term investments		926.4		—		14.8		911.6
Other long-term investments — NAV (2)	Other long-term investments — NAV (2)		561.6		—		—		—
Total other long-term investments	Total other long-term investments		1,488.0		—		14.8		911.6
Total investments	Total investments		$	5,170.0	$	1,632.9	$	2,063.9	$	911.6

(1) Consists of investments in listed funds that predominantly invest in international equities.

Investments Held on Deposit or as Collateral

As of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, investments of ~~$531.8~~$589.6 million and ~~$500.5~~$585.6 million were held in trusts required to be maintained in relation to HG Global’s reinsurance agreements with BAM.

HG Global is required to maintain an interest reserve account in connection with its senior notes issued in 2022. As of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, the fair value of the interest reserve account, which is included in short-term investments, was ~~$29.9~~$30.5 million and ~~$31.2~~$30.4 million. See Note 7 — “Debt.”

BAM is required to maintain deposits with certain insurance regulatory agencies in order to maintain its insurance licenses. The fair value of such deposits, which represent state deposits and are included within the investment portfolio, totaled $4.7 million and $4.6 million as of ~~both September 30, 2023~~March 31, 2024 and December 31, ~~2022.~~2023.

Lloyd’s trust deposits are generally required of Lloyd's syndicates to protect policyholders in non-U.K. markets and are pledged into Lloyd’s trust accounts to provide a portion of the capital needed to support obligations at Lloyd’s. As of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, Ark held Lloyd’s trust deposits with a fair value of ~~$150.3~~$150.5 million and ~~$137.4~~$158.0 million.

The underwriting capacity of a member of Lloyd’s must be supported by providing a deposit (“Funds at Lloyd’s”) in the form of cash, securities or letters of credit in an amount determined by Lloyd’s. The amount of such deposit is calculated for each member through the completion of an annual capital adequacy exercise. These requirements allow Lloyd’s to evaluate whether each member has sufficient assets to meet its underwriting liabilities plus a required solvency margin. As of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, the fair value of Ark’s Funds at Lloyd’s investment deposits totaled ~~$335.2~~$345.6 million and ~~$319.2~~$344.7 million.

As of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, Ark held additional investments on deposit or as collateral for insurance regulators and reinsurance counterparties of ~~$232.4~~$204.6 million and ~~$257.0~~$244.5 million.

As of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, Ark had ~~$147.2~~$201.9 million and ~~$90.3~~$198.9 million of short-term investments pledged as collateral under uncommitted standby letters of credit. See Note 7 — “Debt.”

As of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, short-term investments of ~~$233.3~~$222.4 million and ~~$203.7~~$265.3 million were held in a collateral trust account required to be maintained in relation to WM Outrigger Re’s reinsurance agreement with GAIL.

As of March 31, 2024, fixed maturity and short-term investments of $20.7 million were held as collateral required to be maintained in relation to the Bamboo Captive’s reinsurance agreement.

Kudu is required to maintain an interest reserve account in connection with its credit facility. As of ~~September 30, 2023,~~March 31, 2024, the interest reserve account of ~~$14.1~~$15.1 million was held in short term investments. As of December 31, ~~2022,~~2023, the interest reserve account of ~~$12.2~~$14.9 million was held in restricted cash. See Note 7 - “Debt.”

Debt Securities Issued by Corporations

The following table presents the credit ratings of debt securities issued by corporations held in White Mountains’s investment portfolio as of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022:~~2023:


			Fair Value at
		Fair Value at								Fair Value at
Millions	Millions		September 30, 2023		December 31, 2022		Millions	March 31, 2024	December 31, 2023
AAA	AAA		$	12.6	$	11.3
AA	AA		84.3		96.0
A	A		509.6		567.9
BBB	BBB		349.1		337.7
BB
Other	Other		6.0		5.9
Debt securities issued by corporations (1)	Debt securities issued by corporations (1)		$	961.6	$	1,018.8

(1) Credit ratings are based upon issuer credit ratings provided by Standard & Poor’s Financial Services LLC (“Standard & Poor’s”), or if unrated by Standard & Poor’s, long-term obligation ratings provided by Moody’s Investor Service, Inc.

Mortgage and Asset-backed Securities and Collateralized Loan Obligations

The following table presents the fair value of White Mountains’s mortgage and asset-backed securities and collateralized loan obligations as of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022:~~2023:


		September 30, 2023						December 31, 2022							March 31, 2024			December 31, 2023
Millions	Millions	Fair Value		Level 2		Level 3		Fair Value		Level 2		Level 3		Millions	Fair Value	Level 2	Level 3		Fair Value	Level 2	Level 3
Mortgage-backed securities:	Mortgage-backed securities:													Mortgage-backed securities:
Agency:	Agency:													Agency:
FNMA	FNMA	$	162.5	$	162.5	$	—	$	124.5	$	124.5	$	—
FHLMC	FHLMC	114.3		114.3		—		78.8		78.8		—
GNMA	GNMA	29.2		29.2		—		28.3		28.3		—
Total agency (1)	Total agency (1)	306.0		306.0		—		231.6		231.6		—
Non-agency: Residential	Non-agency: Residential	.2		.2		—		.3		.3		—
Total non-agency	Total non-agency	.2		.2		—		.3		.3		—
Total mortgage-backed securities	Total mortgage-backed securities	306.2		306.2		—		231.9		231.9		—
Other asset-backed securities:	Other asset-backed securities:
Vehicle receivables
Vehicle receivables
Vehicle receivables
Credit card receivables	Credit card receivables	3.2		3.2		—		11.9		11.9		—
Vehicle receivables		13.5		13.5		—		10.4		10.4		—
Other	Other	2.5		2.5		—		—		—		—
Total other asset-backed securities	Total other asset-backed securities	19.2		19.2		—		22.3		22.3		—
Total mortgage and asset-backed securities	Total mortgage and asset-backed securities	325.4		325.4		—		254.2		254.2		—
Collateralized loan obligations	Collateralized loan obligations	191.6		191.6		—		182.9		182.9		—
Total mortgage and asset-backed securities and collateralized loan obligations	Total mortgage and asset-backed securities and collateralized loan obligations	$	517.0	$	517.0	$	—	$	437.1	$	437.1	$	—

(1) Represents publicly traded mortgage-backed securities which carry the full faith and credit guaranty of the U.S. Government (i.e., GNMA) or are guaranteed

by a government sponsored entity (i.e., FNMA, FHLMC).

As of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, White Mountains’s investment portfolio included ~~$191.6~~$246.5 million and ~~$182.9~~$209.1 million of collateralized loan obligations that are within the senior tranches of their respective fund securitization structures. All of White Mountains’s collateral loan obligations were rated AAA or AA as of ~~September 30, 2023 and December~~March 31, ~~2022.~~2024.

Investment in MediaAlpha

In 2020, MediaAlpha completed an initial public offering (the “MediaAlpha IPO”). Following the MediaAlpha IPO, White Mountains’s investment in MediaAlpha is accounted for at fair value based on the publicly traded share price of MediaAlpha’s common stock and is presented as a separate line item on the balance sheet.

During the second quarter of 2023, White Mountains completed a tender offer to purchase 5.9 million additional shares of MediaAlpha at a purchase price of $10.00 per share. As of ~~September 30, 2023,~~March 31, 2024, White Mountains owned 22.9 million shares, representing a ~~35.3%~~34.7% basic ownership interest ~~(33.0%~~(32.4% on a ~~fully diluted, fully converted~~fully-diluted/fully-converted basis). See Note 16 — “Equity Method Eligible Investments.” At White Mountains’s ~~current~~March 31, 2024 level of ownership, each $1.00 per share increase or decrease in the share price of MediaAlpha will result in an approximate $9.00 per share increase or decrease in White Mountains’s book value per share. At the ~~September 30, 2023~~March 28, 2024 closing price of ~~$8.26~~$20.37 per share, the fair value of White Mountains’s investment in MediaAlpha was ~~$188.8~~$465.6 million.

Other Long-Term Investments

The following table presents the carrying values of White Mountains’s other long-term investments by reportable segment as of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022:~~2023:


			Fair Value at September 30, 2023
		Fair Value at March 31, 2024													Fair Value at March 31, 2024
Millions	Millions		Ark/ WM Outrigger		Kudu		Other		Total		Millions	Ark/ WM Outrigger	Kudu	Other		Total
Kudu’s Participation Contracts	Kudu’s Participation Contracts		$	—	$	775.3	$	—	$	775.3
PassportCard/DavidShield	PassportCard/DavidShield		—		—		150.0		150.0
Elementum Holdings, L.P.	Elementum Holdings, L.P.		—		—		35.0		35.0
Mandatorily redeemable preferred securities			—		—		58.5		58.5
Other unconsolidated entities (1)	Other unconsolidated entities (1)		—		—		41.8		41.8
Total unconsolidated entities	Total unconsolidated entities		—		775.3		285.3		1,060.6
Private equity funds and hedge funds	Private equity funds and hedge funds		55.4		—		243.9		299.3
Bank loan fund	Bank loan fund		189.3		—		—		189.3
Lloyd’s trust deposits
ILS funds	ILS funds		—		—		159.5		159.5
Lloyd’s trust deposits			150.3		—		—		150.3
Private debt instruments	Private debt instruments		—		5.4		9.4		14.8
Other	Other		21.6		—		.4		22.0
Total other long-term investments	Total other long-term investments		$	416.6	$	780.7	$	698.5	$	1,895.8

(1) Includes White Mountains’s noncontrolling equity interests in certain preferred securities, private common equity securities, limited liability company units and Simple Agreement for Future Equity (“SAFE”) investments.


			Fair Value at December 31, 2022
		Fair Value at December 31, 2023													Fair Value at December 31, 2023
Millions	Millions		Ark/ WM Outrigger		Kudu		Other		Total		Millions	Ark/ WM Outrigger	Kudu	Other		Total
Kudu’s Participation Contracts	Kudu’s Participation Contracts		$	—	$	695.9	$	—	$	695.9
PassportCard/DavidShield	PassportCard/DavidShield		—		—		135.0		135.0
Elementum Holdings, L.P.	Elementum Holdings, L.P.		—		—		30.0		30.0
Other unconsolidated entities (1)	Other unconsolidated entities (1)		—		—		37.2		37.2

Total unconsolidated entities	Total unconsolidated entities		—		695.9		202.2		898.1

Total unconsolidated entities

Total unconsolidated entities
Private equity funds and hedge funds	Private equity funds and hedge funds		40.4		—		157.4		197.8
Bank loan fund	Bank loan fund		174.8		—		—		174.8
Lloyd’s trust deposits
ILS funds	ILS funds		—		—		49.3		49.3
Lloyd’s trust deposits			137.4		—		—		137.4
Private debt instruments	Private debt instruments		—		—		9.6		9.6
Other	Other		21.0		—		—		21.0
Total other long-term investments	Total other long-term investments		$	373.6	$	695.9	$	418.5	$	1,488.0

Private Equity Funds and Hedge Funds

White Mountains invests in private equity funds and hedge funds, which are included in other long-term investments. The fair value of these investments is generally estimated using the NAV of the funds. As of ~~September 30, 2023,~~March 31, 2024, White Mountains held investments in ~~eighteen~~sixteen private equity funds and two hedge funds. The largest investment in a single private equity fund or hedge fund was ~~$53.4~~$59.7 million and $57.3 million as of ~~September 30, 2023~~March 31, 2024 and ~~$49.0 million as of~~ December 31, ~~2022.~~2023.

The following table presents the fair value of investments and unfunded commitments in private equity funds and hedge funds by investment objective and sector as of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022:~~2023:


		September 30, 2023				December 31, 2022					March 31, 2024		December 31, 2023
Millions	Millions	Fair Value		Unfunded Commitments		Fair Value		Unfunded Commitments		Millions	Fair Value	Unfunded Commitments		Fair Value	Unfunded Commitments
Private equity funds	Private equity funds									Private equity funds
Aerospace/Defense/Government	Aerospace/Defense/Government	$	146.4	$	25.5	$	59.4	$	37.5
Financial services	Financial services	88.6		41.8		77.1		54.3
Real estate	Real estate	4.2		2.5		4.1		2.5

Total private equity funds	Total private equity funds	239.2		69.8		140.6		94.3
Hedge funds	Hedge funds									Hedge funds

Long/short equity financials and business services	Long/short equity financials and business services	51.1		—		49.0		—
European small/mid cap	European small/mid cap	9.0		—		8.2		—

Total hedge funds	Total hedge funds	60.1		—		57.2		—
Total private equity funds and hedge funds included in other long-term investments	Total private equity funds and hedge funds included in other long-term investments	$	299.3	$	69.8	$	197.8	$	94.3

Investments in private equity funds are generally subject to a lock-up period during which investors may not request a redemption. Distributions prior to the expected termination date of the fund may be limited to dividends or proceeds arising from the liquidation of the fund’s underlying investments. In addition, certain private equity funds have the option to extend the lock-up period.

The following table presents investments in private equity funds that were subject to lock-up periods as of ~~September 30, 2023:~~March 31, 2024:

Millions

1 – 3 years

3 – 5 years

5 – 10 years

>10 years

Total

Millions

1 – 3 years

3 – 5 years

5 – 10 years

>10 years

Total

Private equity funds — expected lock-up period remaining

$4.4

$72.1

$148.8

$13.9

$239.2

Private equity funds — expected lock-up period remaining

$14.4

$63.5

$161.0

$16.3

$255.2

Investors in private equity funds are generally subject to indemnification obligations outside of the capital commitment period and prior to the winding up of the fund. As of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, White Mountains is not aware of any indemnification claims relating to its investments in private equity funds.

Redemption of investments in most hedge funds is subject to restrictions, including lock-up periods where no redemptions or withdrawals are allowed, restrictions on redemption frequency and advance notice periods for redemptions. Amounts requested for redemptions remain subject to market fluctuations until the redemption effective date, which generally falls at the end of the defined redemption period. Advance notice requirements for redemptions from White Mountains’s hedge fund investments range from 45 to 90 days. One of White Mountains’s hedge fund investments also limits redemptions to every second anniversary following the date of the initial investment.

Bank Loan Fund

White Mountains’s other long-term investments include a bank loan fund with a fair value of ~~$189.3~~$249.6 million and ~~$174.8~~$194.4 million as of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022.~~2023. The fair value of this investment is estimated using the NAV of the fund. The bank loan fund’s investment objective is to provide, on an unleveraged basis, high current income consistent with preservation of capital and low duration. The bank loan fund primarily invests in a broad portfolio of U.S. dollar-denominated, non-investment grade, floating-rate senior secured loans and may invest in other financial instruments, such as secured and unsecured corporate debt, credit default swaps, reverse repurchase agreements, synthetic indices and cash and cash equivalents.

The investment in the bank loan fund is subject to restrictions on redemption frequency and advance notice periods for redemptions. Amounts requested for redemptions remain subject to market fluctuations until the redemption effective date, which generally falls at the end of the defined redemption period. White Mountains may redeem all or a portion of its bank loan fund investment as of any calendar month-end upon 15 calendar days advanced written notice.

Lloyd’s Trust Deposits

White Mountains’s other long-term investments include Lloyd’s trust deposits, which consist of non-U.K. deposits and Canadian comingled pooled funds. The Lloyd’s trust deposits invest primarily in short-term government securities, agency securities and corporate bonds held in trusts that are managed by Lloyd's of London. These investments are generally required of Lloyd's syndicates to protect policyholders in non-U.K. markets and are pledged into Lloyd’s trust accounts to provide a portion of the capital needed to support obligations at Lloyd’s. The fair value of the Lloyd’s trust deposits is generally estimated using the NAV of the funds. As of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, White Mountains held Lloyd’s trust deposits with a fair value of ~~$150.3~~$150.5 million and ~~$137.4~~$158.0 million.

Insurance-Linked Securities Funds

White Mountains’s other long-term investments include ILS fund investments. The fair value of these investments is generally estimated using the NAV of the funds. As of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, White Mountains held investments in ILS funds with a fair value of ~~$159.5~~$109.7 million and ~~$49.3~~$160.5 million.

Investments in ILS funds are generally subject to restrictions, including lock-up periods where no redemptions or withdrawals are allowed, non-renewal clauses, restrictions on redemption frequency and advance notice periods for redemptions. From time to time, natural catastrophe, liquidity, market or other events will occur that make the determination of fair value for underlying investments in ILS funds less certain due to the potential for loss development. In such circumstances, the impacted investments may be subject to additional lock-up provisions.

ILS funds are typically subject to monthly and annual restrictions on redemptions and advance redemption notice period requirements that range between 30 and 90 days. Amounts requested for redemption remain subject to market fluctuations until the redemption effective date, which is generally ~~falls~~ at the end of the defined redemption period or ~~until~~when the underlying investment has fully matured or been commuted.

Rollforward of Level 3 Investments

Level 3 measurements as of ~~September 30,~~March 31, 2024 and 2023 ~~and 2022~~ consist of securities for which the estimated fair value has not been determined based upon quoted market price inputs for identical or similar securities. The following table presents the changes in White Mountains’s fair value measurements for Level 3 investments for the ~~nine~~three months ended ~~September 30, 2023~~March 31, 2024 and ~~2022:~~2023:

Level 3 Investments

Millions

Other Long-term
Investments

Balance at December 31, 2022

911.6

Balance at December 31, 2021

890.6

Millions

Balance at December 31, 2023

Net realized and unrealized gains

74.0

Net realized and unrealized gains

57.3

Purchases and contributions

200.1

Purchases and contributions

127.9

Purchases and contributions

Sales and distributions

(110.4)

Sales and distributions

(31.7)

Transfers in

—

Transfers in

—

Transfers in

Transfers out

—

Transfers out

—

Balance at September 30, 2023

1,075.3

Balance at September 30, 2022

1,044.1

Transfers out

Balance at March 31, 2024

Fair Value Measurements — Transfers Between Levels - ~~Nine~~Three months ended ~~September 30,~~March 31, 2024 and 2023 ~~and 2022~~

Transfers between levels are recorded using the fair value measurement as of the end of the quarterly period in which the event or change in circumstance giving rise to the transfer occurred.

During the ~~nine~~three months ended ~~September 30,~~March 31, 2024 and 2023, ~~and 2022,~~ there were no fixed maturity investments or other long-term investments classified as Level 3 measurements in the prior period that were transferred to Level 2 measurements.

During the ~~nine~~three months ended ~~September 30,~~March 31, 2024 and 2023, ~~and 2022,~~ there were no fixed maturity investments or other long-term investments classified as Level 2 measurements in the prior period that were transferred to Level 3 measurements.

Significant Unobservable Inputs

The following tables present significant unobservable inputs used in estimating the fair value of White Mountains’s other long-term investments, classified within Level 3 as of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022.~~2023. The tables below exclude ~~$41.7~~$15.7 million and ~~$41.1~~$19.0 million of Level 3 other long-term investments generally valued based on recent or expected transaction prices. The fair value of investments in private equity funds and hedge funds, bank loan funds, Lloyd’s trust deposits and ILS funds are generally estimated using the NAV of the funds.

$ in Millions

September 30, 2023

$ in Millions

March 31, 2024

Description

Valuation Technique(s) (1)

Fair Value (2)

Unobservable Inputs

Description

Valuation Technique(s) (1)

Fair Value (2)

Unobservable Inputs

Discount Rate (6)

Terminal Cash Flow Exit Multiple (x) or Terminal Revenue Growth Rate (%) (6)

Discount Rate (5)

Terminal Cash Flow Exit Multiple (x) or Terminal Revenue Growth Rate (%) (5)

Kudu’s Participation Contracts (3)(4)

Discounted cash flow

$775.3

19% - 26%

7x - 22x

Kudu’s Participation Contracts (3)(4)(5)

Discounted cash flow

$884.2

18% - 25%

7x - 22x

PassportCard/DavidShield

Discounted cash flow

$150.0

25%

PassportCard/DavidShield

Discounted cash flow

$150.0

24%

Elementum Holdings, L.P.

Discounted cash flow

$35.0

25%

Elementum Holdings, L.P.

Discounted cash flow

$35.0

21%

Mandatorily redeemable preferred
securities

Discounted cash flow

$58.5

15%

N/A

Preferred Securities

Discounted cash flow

$28.7

N/A

Private debt instruments

Discounted cash flow

$14.8

12% - 13%

N/A

Private debt instruments

Discounted cash flow

$15.2

11% - 12%

N/A

(1) Key inputs to the discounted cash flow analysis generally include projections of future revenue and earnings, discount rates and terminal exit multiples or growth rates.

(2) Includes the net unrealized investment gains (losses) associated with foreign currency; foreign currency effects based on observable inputs.

(3) Since Kudu’s Participation Contracts are not subject to corporate taxes within Kudu Investment Management, LLC, pre-tax discount rates are applied to pre-tax cash flows in determining fair values. The weighted average discount rate and weighted average terminal cash flow exit multiple applied to Kudu’s Participation Contracts was ~~21%~~20% and 13x.

(4) In the first ~~nine~~three months of ~~2023,~~2024, Kudu ~~deployed a total of $108.3~~had negligible deployments into new and existing Participation Contracts.

(5) As of March 31, 2024, one of Kudu’s Participation Contracts with a total fair value of $62.4 was valued using a probability weighted expected return method, which takes into account factors such as a discounted cash flow analysis, the expected value to be received in a pending sale transaction and the likelihood that a sales transaction will take place.

(6) Increases (decreases) to the discount rates in isolation would result in lower (higher) fair value measurements, while increases (decreases) to the terminal cash flow exit multiples or terminal revenue growth rates in isolation would result in higher (lower) fair value measurements.

$ in Millions

December 31, 2022

$ in Millions

December 31, 2023

Description

Valuation Technique(s) (1)

Fair Value (2)

Unobservable Inputs

Description

Valuation Technique(s) (1)

Fair Value (2)

Unobservable Inputs

Discount Rate (6)

Terminal Cash Flow Exit Multiple (x) or Terminal Revenue Growth Rate (%) (6)

Discount Rate (6)

Terminal Cash Flow Exit Multiple (x) or Terminal Revenue Growth Rate (%) (6)

Kudu’s Participation Contracts (3)(4)(5)

Discounted cash flow

$695.9

18% - 25%

7x - 16x

Discounted cash flow

$890.5

18% - 25%

7x - 22x

PassportCard/DavidShield

Discounted cash flow

$135.0

24%

PassportCard/DavidShield

Discounted cash flow

$150.0

24%

Elementum Holdings, L.P.

Discounted cash flow

$30.0

21%

Elementum Holdings, L.P.

Discounted cash flow

$35.0

21%

Preferred securities

Discounted cash flow

$28.2

N/A

Private debt instruments

Discounted cash flow

$9.6

11%

N/A

Private debt instruments

Discounted cash flow

$15.5

11% - 12%

N/A

(1) Key inputs to the discounted cash flow analysis generally include projections of future revenue and earnings, discount rates and terminal exit multiples or growth rates.

(2) Includes the net unrealized investment gains (losses) associated with foreign currency; foreign currency effects based on observable inputs.

(4) In ~~2022,~~2023, Kudu deployed a total of ~~$99.8~~$163.8 into new and existing Participation Contracts.

(5) As of December 31, ~~2022, two~~2023, one of Kudu’s Participation Contracts with a total fair value of ~~$189.0 were~~$69.1 was valued using a probability weighted expected return method, which takes into account factors such as a discounted cash flow analysis, the expected value to be received in a pending sale transaction and the likelihood that a sales transaction will take place.

Note 4. Goodwill and Other Intangible Assets

White Mountains accounts for business combinations using the acquisition method. Under the acquisition method, White Mountains recognizes and measures the assets acquired, liabilities assumed and any noncontrolling interest in the acquired entities at their acquisition date fair values. Goodwill represents the excess of the amount paid to acquire businesses over the fair value of identifiable net assets at the date of acquisition. The estimated acquisition date fair values, 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 economic lives, acquisition date fair values, accumulated amortization and net carrying values for other intangible assets and goodwill as of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022:~~2023:


$ in Millions

$ in Millions	$ in Millions	Weighted Average Economic Life (in years)	September 30, 2023						December 31, 2022				$ in Millions			Weighted Average Economic Life (in years)			March 31, 2024			December 31, 2023
			Acquisition Date Fair Value		Accumulated Amortization		Net Carrying Value		Acquisition Date Fair Value		Accumulated Amortization						Net Carrying Value	Acquisition Date Fair Value		Weighted Average Economic Life (in years)	Acquisition Date Fair Value		Accumulated Amortization	Net Carrying Value	Acquisition Date Fair Value	Accumulated Amortization	Net Carrying Value
Goodwill:	Goodwill:
Ark	Ark	N/A	$	116.8	$	—	$	116.8	$	116.8	$	—		$	116.8
Ark
Ark
Kudu	Kudu	N/A	7.6		—		7.6		7.6		—			7.6
Bamboo (1)
Other Operations	Other Operations	N/A	44.4		—		44.4		52.1		—			52.1
Total goodwill	Total goodwill		168.8		—		168.8		176.5		—			176.5
Other intangible assets:	Other intangible assets:
Ark	Ark
Ark
Ark
Underwriting capacity
Underwriting capacity
Underwriting capacity	Underwriting capacity	N/A	175.7		—		175.7		175.7		—			175.7

Kudu	Kudu

Kudu

Kudu
Trade names	Trade names	7	2.2		1.4		.8		2.2		1.2			1.0
Trade names
Trade names
Bamboo (1)
Trade names
Trade names
Trade names
Agency relationships
Developed Technology
Other
Subtotal
Other Operations	Other Operations
Trade names
Trade names
Trade names	Trade names	13.3	13.3		3.7		9.6		17.9		3.0			14.9
Customer relationships	Customer relationships	10.9	24.8		9.4		15.4		29.5		7.5			22.0

Other	Other	12.1	2.8		1.0		1.8		2.8		.5			2.3

Other

Other
Subtotal	Subtotal		40.9		14.1		26.8		50.2		11.0			39.2
Total other intangible assets	Total other intangible assets		218.8		15.5		203.3		228.1		12.2			215.9
Total goodwill and other intangible assets	Total goodwill and other intangible assets		$	387.6	$	15.5	$	372.1	$	404.6	$	12.2		$	392.4

(1) The relative fair values of goodwill and other intangible assets recognized in connection with the acquisition of Bamboo had not yet been finalized as of March 31, 2024.

Intangible Assets Valuation Methods

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, agency relationships and customer relationships.

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 trade names, patents and ~~other intangible assets.~~certain information technology platforms.

The with-or-without method estimates the fair value of other intangible assets that provide 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.~~

non-compete agreements.

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 an impairment may exist and, if necessary will perform an interim review for potential impairment.

During the three ~~and nine~~ months ended ~~September 30,~~March 31, 2024 and 2023, ~~and 2022,~~ White Mountains did not recognize any impairments to goodwill and other intangible assets.

Rollforward of Goodwill and Other Intangible Assets

The following table presents the change in goodwill and other intangible assets for the three ~~and nine~~ months ended ~~September 30, 2023~~March 31, 2024 and ~~2022:~~2023:


			Three Months Ended September 30,
			2023						2022
		Three Months Ended March 31,																				Three Months Ended March 31,
		2024																	2024				2023
Millions	Millions		Goodwill		Other Intangible Assets		Total Goodwill and Other Intangible Assets		Goodwill		Other Intangible Assets		Total Goodwill and Other Intangible Assets		Millions	Goodwill	Other Intangible Assets	Total Goodwill and Other Intangible Assets		Goodwill	Other Intangible Assets			Total Goodwill and Other Intangible Assets
Beginning balance	Beginning balance		$	168.8	$	204.8	$	373.6	$	201.8	$	196.2	$	398.0
Acquisition of businesses (1)
Acquisitions of intangible assets (2)
Dispositions (2)

Attribution of acquisition date fair value estimates between goodwill and other intangible assets (1)			—		—		—		(22.9)		22.9		—
Measurement period adjustments (2)			—		—		—		(3.4)		—		(3.4)

Measurement period adjustments (3)
Measurement period adjustments (3)
Measurement period adjustments (3)
Amortization	Amortization		—		(1.5)		(1.5)		—		(1.4)		(1.4)

Ending balance

Ending balance	Ending balance		$	168.8	$	203.3	$	372.1	$	175.5	$	217.7	$	393.2

Ending balance

(1)~~Relates~~Amounts relate to ~~acquisitions within Other Operations. The relative~~the fair values of goodwill and other intangible assets recognized in connection with ~~acquisitions during 2022~~the acquisition of Bamboo, which had not yet been finalized as of ~~the end of the period.~~

~~(2)~~ Measurement period adjustments relate to updated information about acquisition date fair values of assets acquired and liabilities assumed. During the three months ended September 30, 2022, adjustments relate to acquisitions within Other Operations.

Nine Months Ended September 30,
2023 2022
Millions Goodwill Other Intangible Assets Total Goodwill and Other Intangible Assets Goodwill Other Intangible Assets Total Goodwill and Other Intangible Assets
Beginning balance $ 176.5 $ 215.9 $ 392.4 $ 142.3 $ 198.2 $ 340.5
Acquisition of businesses (1)
— — — 59.5 — 59.5
Dispositions (2)
(6.7) (6.9) (13.6) — — —
Attribution of acquisition date fair
value estimates between goodwill
and other intangible assets (1)
— — — (22.9) 22.9 —
Measurement period adjustments (3)
(1.0) — (1.0) (3.4) — (3.4)
Amortization — (5.7) (5.7) — (3.4) (3.4)
Ending balance $ 168.8 $ 203.3 $ 372.1 $ 175.5 $ 217.7 $ 393.2

~~(1)~~ Relates to acquisitions within Other Operations. The relative fair values of goodwill and other intangible assets recognized in connection with acquisitions during 2022 had not yet been finalized as of the end of the period.March 31, 2024.

(2) Relates to ~~a disposition~~acquisitions and dispositions within Other Operations.

(3) Measurement period adjustments relate to updated information about acquisition date fair values of assets acquired and liabilities assumed. During the ~~nine~~ three

months ended ~~September 30, 2022,~~March 31, 2023, adjustments relate to ~~acquisitions~~an acquisition within Other Operations.

Note 5. Loss and Loss Adjustment Expense Reserves

P&C Insurance and Reinsurance

The following table summarizes the loss and loss adjustment expense (“LAE”) reserve activity of the Ark/WM Outrigger segment for the three ~~and nine~~ months ended ~~September 30, 2023~~March 31, 2024 and ~~2022:~~2023:


		Three Months Ended September 30,				Nine Months Ended September 30,
				Three Months Ended March 31,
				Three Months Ended March 31,
				Three Months Ended March 31,
Millions	Millions	2023		2022		2023		2022		Millions	2024	2023
Gross beginning balance	Gross beginning balance	$	1,421.0	$	1,022.1	$	1,296.5	$	894.7
Less: beginning reinsurance recoverable on unpaid losses (1)	Less: beginning reinsurance recoverable on unpaid losses (1)	(362.7)		(375.5)		(505.0)		(428.9)
Net loss and LAE reserves		1,058.3		646.6		791.5		465.8
Net loss and loss adjustment expense reserves

Loss and LAE incurred relating to:
Loss and loss adjustment expenses incurred relating to:
Loss and loss adjustment expenses incurred relating to:
Loss and loss adjustment expenses incurred relating to:
Current year losses
Current year losses
Current year losses	Current year losses	266.4		222.9		562.1		491.8
Prior year losses	Prior year losses	(.6)		(9.2)		19.0		(35.6)
Net incurred losses and LAE		265.8		213.7		581.1		456.2
Net incurred loss and loss adjustment expenses

Loss and LAE paid relating to:
Loss and loss adjustment expenses paid relating to:

Loss and loss adjustment expenses paid relating to:

Loss and loss adjustment expenses paid relating to:
Current year losses
Current year losses
Current year losses	Current year losses	(8.8)		(6.1)		(18.4)		(20.8)
Prior year losses	Prior year losses	(90.4)		(37.0)		(281.1)		(130.8)
Net paid loss and LAE		(99.2)		(43.1)		(299.5)		(151.6)
Net paid loss and loss adjustment expenses

Change in TPC Providers’ participation (2)	Change in TPC Providers’ participation (2)	—		—		145.4		57.5
Foreign currency translation and other adjustments to loss and LAE reserves		(5.5)		(9.2)		.9		(19.9)
Change in TPC Providers’ participation (2)
Change in TPC Providers’ participation (2)
Foreign currency translation and other adjustments to loss and loss adjustment expense reserves

Net ending balance	Net ending balance	1,219.4		808.0		1,219.4		808.0
Plus: ending reinsurance recoverable on unpaid losses (3)		352.4		521.4		352.4		521.4
Net ending balance
Net ending balance
Plus: ending reinsurance recoverable on unpaid losses
Gross ending balance	Gross ending balance	$	1,571.8	$	1,329.4	$	1,571.8	$	1,329.4

(1) The beginning reinsurance recoverable on unpaid losses includes amounts attributable to TPC Providers of ~~$0.0 and $182.4 for the three months ended September 30, 2023 and 2022 and~~ $145.4 ~~and $276.8 for the nine months ended September 30, 2023 and~~as of December 31, 2022.

(2) Amount represents the impact to net loss and ~~LAE~~loss adjustment expense reserves due to a change in the TPC Providers’ participation related to the annual ~~reinsurance to close~~RITC process.

~~(3)~~ ~~The ending reinsurance recoverable on unpaid losses includes amounts attributable to TPC Providers of $0.0 and $168.0 as of September 30, 2023 and 2022.~~

For the three ~~and nine~~ months ended ~~September 30, 2023,~~March 31, 2024, the Ark/WM Outrigger segment recognized ~~$0.6~~$0.3 million of net favorable prior year loss reserve ~~development and $19.0~~development. For the three months ended March 31, 2023, the Ark/WM Outrigger segment recognized $8.6 million of net unfavorable prior year loss reserve ~~development. The net unfavorable prior year loss reserve~~ development ~~for the nine months ended September 30, 2023 was~~at Ark, driven primarily by Winter Storm Elliot and three large claims in the property and marine & energy lines of business. For the three and nine months ended September 30, 2022, the Ark/WM Outrigger segment recognized $9.2 million and $35.6 million of net favorable prior year loss reserve development, driven primarily by good claims experience across most classes including the property and specialty lines of business, predominantly from business underwritten in London.Elliot.

Impact of Third-Party Capital

For the years of account prior to the Ark Transaction, a significant proportion of the Syndicates’ underwriting capital was provided by third-party insurance and reinsurance groups (“TPC ~~Providers~~Providers”) using whole account reinsurance contracts with Ark’s corporate member. For the years of account subsequent to the Ark Transaction, Ark is no longer using TPC Providers to provide underwriting capital for the Syndicates.

A reinsurance to close (“RITC”) agreement is generally put in place after the third year of operations for a year of account such that the outstanding loss and LAE reserves, including future development thereon, are reinsured into the next year of account. As a result, and in combination with the changing participation provided by TPC Providers, Ark’s participation on outstanding loss and LAE reserves reinsured into the next year of account may change, perhaps significantly. During the first quarter of 2023, an RITC agreement was executed such that the outstanding loss and LAE reserves for claims arising out of the 2020 year of account, for which the TPC Providers’ participation in the total net results of the Syndicates was 42.8%, were reinsured into the 2021 year of account, for which the TPC Providers’ participation in the total net results of the Syndicates was 0.0%. During the first quarter of 2022, an RITC agreement was executed such that the outstanding loss and LAE reserves for claims arising out of the 2019 year of account, for which the TPC Providers’ participation in the total net results of the Syndicates was 58.3%, were reinsured into the 2020 year of account, for which the TPC Providers’ participation in the total net results of the Syndicates was 42.8%.

~~Municipal Bond~~

Financial Guarantee ~~Insurance~~

HG Re and BAM do not have any outstanding loss and LAE reserves related to BAM’s municipal bond guarantee insurance business.

P&C Insurance Distribution

As of March 31, 2024, Bamboo has recorded loss and LAE reserves of $12.3 million. For the three months ended March 31, 2024, Bamboo recognized incurred loss and LAE of $5.8 million.

Note 6. Third-Party Reinsurance

P&C Insurance and Reinsurance

In the normal course of business, Ark may seek to limit losses that may arise from catastrophes or other events by reinsuring certain risks with third-party reinsurers. Ark remains liable for risks reinsured in the event that the reinsurer does not honor its obligations under reinsurance contracts.

The following table summarizes the effects of reinsurance on written and earned premiums and on ~~losses~~loss and LAE for the Ark/WM Outrigger segment for the three ~~and nine~~ months ended ~~September 30, 2023~~March 31, 2024 and ~~2022:~~2023:


Millions	Millions	Three Months Ended September 30,					Nine Months Ended September 30,
		2023			2022		2023			2022
Millions
Millions
							2024
							2024
							2024
Written premiums:
Written premiums:
Written premiums:	Written premiums:
Direct	Direct	$	189.4		$	118.6	$	727.1		$	563.8
Direct
Direct
Assumed
Assumed
Assumed	Assumed	61.8			96.9		939.6			688.7
Gross written premiums	Gross written premiums	251.2			215.5		1,666.7			1,252.5
Ceded		(20.2)		(1)	(22.9)		(360.3)		(1)	(246.0)
Gross written premiums
Gross written premiums
Ceded (1)
Ceded (1)
Ceded (1)
Net written premiums
Net written premiums
Net written premiums	Net written premiums	$	231.0		$	192.6	$	1,306.4		$	1,006.5
Earned premiums:	Earned premiums:
Earned premiums:
Earned premiums:
Direct
Direct
Direct	Direct	$	273.1		$	193.5	$	624.1		$	492.9
Assumed	Assumed	370.0			261.4		684.6			473.7
Assumed
Assumed
Gross earned premiums	Gross earned premiums	643.1			454.9		1,308.7			966.6
Ceded		(144.2)		(2)	(108.8)		(261.4)		(2)	(208.8)
Gross earned premiums
Gross earned premiums
Ceded (2)
Ceded (2)
Ceded (2)
Net earned premiums	Net earned premiums	$	498.9		$	346.1	$	1,047.3		$	757.8
Losses and LAE:
Net earned premiums
Net earned premiums
Loss and loss adjustment expenses:
Loss and loss adjustment expenses:
Loss and loss adjustment expenses:
Gross	Gross	$	269.3		$	391.4	$	627.5		$	712.9
Ceded		(3.5)		(3)	(177.7)		(46.4)		(3)	(256.7)
Net losses and LAE		$	265.8		$	213.7	$	581.1		$	456.2
Gross
Gross
Ceded (3)
Ceded (3)
Ceded (3)
Net loss and loss adjustment expenses
Net loss and loss adjustment expenses
Net loss and loss adjustment expenses

(1) The ceded written premiums exclude ~~$6.0~~$34.3 and ~~$108.4~~$44.1 ceded by Ark to WM Outrigger Re for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2024 and 2023, which eliminate in White Mountains’s consolidated financial statements.

(2) The ceded earned premiums exclude ~~$60.6~~$10.3 and ~~$75.4~~$5.2 ceded by Ark to WM Outrigger Re for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2024 and 2023, which eliminate in White Mountains’s consolidated financial statements.

(3) The ceded loss and ~~LAE~~loss adjustment expenses exclude ~~$7.3~~$0.7 and ~~$7.9~~$0.2 ceded by Ark to WM Outrigger Re for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2024 and 2023, which eliminate in White Mountains’s consolidated financial statements.

The following table presents the Ark/WM Outrigger segment’s reinsurance recoverables as of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022:~~2023:


Millions	Millions	September 30, 2023			December 31, 2022			Millions	March 31, 2024	December 31, 2023
Reinsurance recoverables on unpaid losses		$	352.4	(1)	$	505.0	(3)
Reinsurance recoverables on unpaid losses (1)
Reinsurance recoverables on paid losses	Reinsurance recoverables on paid losses	26.3			31.1
Ceded unearned premiums		159.7		(2)	59.2
Ceded unearned premiums (2)
Reinsurance recoverables	Reinsurance recoverables	$	538.4		$	595.3

(1) The reinsurance recoverables on unpaid losses exclude ~~$7.9~~$15.8 and $15.6 ceded by Ark to WM Outrigger Re as of ~~September 30,~~March 31, 2024 and December 31, 2023, which eliminate in White Mountains’s consolidated financial statements.

(2) The ceded unearned premiums exclude ~~$33.0~~$24.0 and $5.7 ceded by Ark to WM Outrigger Re as of ~~September 30,~~March 31, 2024 and December 31, 2023,

which eliminate in White Mountains’s consolidated financial statements.

~~(3)~~ ~~The reinsurance recoverables on unpaid losses include $145.4 attributable to TPC Providers as of December 31, 2022, which are collateralized.~~

As reinsurance contracts do not relieve Ark of its obligation to its policyholders, Ark seeks to reduce the credit risk associated with reinsurance balances by avoiding over-reliance on specific reinsurers through the application of concentration limits and thresholds. Ark is selective with its reinsurers, placing reinsurance with only those reinsurers having a strong financial condition. Ark monitors the financial strength of its reinsurers on an ongoing basis.

The following table presents the Ark/WM Outrigger segment’s gross and net reinsurance recoverables by the reinsurer’s A.M. Best Company, Inc (“A.M. Best”) ratings as of ~~September 30, 2023:~~March 31, 2024:


$ in Millions	$ in Millions	As of September 30, 2023										$ in Millions	As of March 31, 2024
A.M. Best Rating(1)	A.M. Best Rating(1)	Gross			Collateral			Net		% of Total		A.M. Best Rating(1)	Gross			Collateral			Net			% of Total
A+ or better	A+ or better	$	203.7		$	—		$	203.7	69.6	%	A+ or better	$	202.2	$	$	—	$	$	202.2	58.1		58.1	%
A- to A	A- to A	78.8			—			78.8		26.9
B++ or lower and not rated	B++ or lower and not rated	96.2		(2)	85.9		(2)	10.3		3.5
Total	Total	$	378.7		$	85.9		$	292.8	100.0	%	Total	$	425.2	$	$	77.3	$	$	347.9	100.0		100.0	%

(1) A.M. Best ratings as detailed above are: “A+ or better” (Superior) “A- to A” (Excellent), “B++” (Good).

(2) Excludes ~~$7.9~~$15.8 ceded by Ark to WM Outrigger Re as of ~~September 30, 2023,~~March 31, 2024, which eliminates in White Mountains’s consolidated financial statements.

Reinsurance Contracts Accounted for as Deposits

Ark has an aggregate excess of loss contract with SiriusPoint Ltd. (“SiriusPoint”), which is accounted for using the deposit method and recorded within other assets. Ark earns an annual crediting rate of 3.0%, which is recorded within other revenue. As of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, the carrying value of Ark’s deposit in SiriusPoint, including accrued interest, was ~~$20.3~~$20.6 million and $20.4 million.

~~Municipal Bond Guarantee Insurance~~

See Note 10 — “Municipal Bond Guarantee Insurance”for ~~third-party reinsurance balances and~~ reinsurance contracts accounted for as deposits related to White Mountains’s financial guarantee business.

Note 7. Debt

The following table presents White Mountains’s debt outstanding as of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022:~~2023:

$ in Millions

September 30, 2023

Effective
Rate

(1)

December 31, 2022

Effective
Rate

(1)

$ in Millions

March 31, 2024

Effective
Rate

(1)

December 31, 2023

Effective
Rate

(1)

HG Global Senior Notes

150.0

11.8%

150.0

8.9%

Unamortized discount and issuance cost

(3.2)

(3.5)

HG Global Senior Notes, carrying value

146.8

146.5

Ark 2007 Subordinated Notes, carrying value

30.0

Ark 2007 Subordinated Notes, carrying value

Ark 2021 Subordinated Notes Tranche 1

41.9

41.3

Ark 2021 Subordinated Notes Tranche 2

47.0

Ark 2021 Subordinated Notes Tranche 2

Ark 2021 Subordinated Notes Tranche 3

70.0

Unamortized issuance cost

(4.3)

(4.6)

Unamortized issuance cost

Ark 2021 Subordinated Notes, carrying value

154.6

153.7

Total Ark Subordinated Notes, carrying value

184.6

10.8%

183.7

7.6%

Total Ark Subordinated Notes, carrying value

HG Global Senior Notes (2)

Unamortized discount and issuance cost

HG Global Senior Notes, carrying value

Kudu Credit Facility

210.3

9.9%

215.2

6.1%

Unamortized issuance cost

(6.6)

(6.9)

Unamortized issuance cost

Kudu Credit Facility, carrying value

203.7

208.3

Other Operations debt

30.1

10.3%

37.4

6.6%

Other Operations debt

Unamortized issuance cost

(.5)

(.7)

Other Operations debt, carrying value

29.6

36.7

Other Operations debt, carrying value

Total debt

564.7

575.2

Total debt

(1) Effective rate includes the effect of the amortization of debt issuance costs and, where applicable, the original issue discount.

(2)

~~HG Global Senior Notes~~

~~On April 29, 2022, HG Global received~~Effective rate excludes the proceeds from the issuance of its $150.0 million face value floating rate secured senior notes (the “HG Global Senior Notes”). The HG Global Senior Notes, which mature in April 2032, accrue interest at a floating rate equal to the three-month Secured Overnight Financing Rate (“SOFR”) plus 6.3% per annum. Subsequent to the five-year anniversary of the funding date, absent the occurrence of an early amortization trigger event, HG Global will be required to make payments of principal on a quarterly basis totaling $15.0 million annually. Upon the occurrence of an early amortization trigger event, HG Global is required to use all available cash flow to repay the notes. Early amortization trigger events include scenarios in which HG Re is effectively in runoff. HG Global has the option to redeem, in whole or in part, the HG Global Senior Notes after the five-year anniversary of the funding date at the outstanding principal amount plus accrued interest.

On June 16, 2022, HG entered into an interest rate cap agreement, effective on July 25, 2022, to limit its exposure to the risk of interest rate increases on the HG Global Senior Notes. The notional amounteffect of the interest rate ~~cap is $150.0 million and the termination date is July 25, 2025. See~~ cap.~~Note 9~~— ~~“Derivatives.”~~

The HG Global Senior Notes require HG Global to maintain an interest reserve account of eight times the interest accrued for the most recent quarterly interest period. While the interest rate cap is in force, the interest reserve account is subject to a maximum required balance of $29.2 million. As of September 30, 2023, the fair value of the interest reserve account, which is included in short-term investments, was $29.9 million.

The HG Global Senior Notes are secured by the capital stock and other equity interests of HG Global’s subsidiaries, the interest reserve account, and all cash and non-cash proceeds from such collateral. The HG Global Senior Notes contain various affirmative and negative covenants that White Mountains considers to be customary for such borrowings.

If the payment of principal and interest under the HG Global Senior Notes becomes subject to tax withholding on behalf of a relevant governmental authority for certain indemnified taxes, the HG Global Senior Notes require the payment of additional amounts such that the amount received by the noteholders is the same as would have been received absent the tax withholding being imposed. The HG Global Senior Notes require the payment of additional interest of 1.0% per annum if the HG Global Senior Notes receive a non-investment grade rating or are no longer rated. As of September 30, 2023, the HG Global Senior Notes had an investment grade rating.

~~As of September 30, 2023, the HG Global Senior Notes had an outstanding balance of $150.0 million.~~

Ark Subordinated Notes

In March 2007, GAIL issued $30.0 million face value of floating rate unsecured junior subordinated deferrable interest notes to Alesco Preferred Funding XII Ltd., Alesco Preferred Funding XIII Ltd. and Alesco Preferred Funding XIV Ltd (the “Ark 2007 Subordinated Notes”). The Ark 2007 Subordinated Notes, which mature in June 2037, accrue interest at a floating rate equal to the three-month U.S. London Inter-Bank Offered Rate (“LIBOR”) plus 4.6% per annum. AsDuring the three months ended March 31, 2024, Ark repaid the outstanding balance of ~~September 30, 2023,~~$30.0 million and extinguished the Ark 2007 Subordinated ~~Notes had an outstanding balance of $30.0 million.~~Notes.

In the third quarter of 2021, GAIL issued $163.3 million face value floating rate unsecured subordinated notes at par in three separate transactions for proceeds of $157.8 million, net of debt issuance costs (collectively, the “Ark 2021 Subordinated Notes”). The Ark 2021 Subordinated Notes were issued in private placement offerings that were exempt from the registration requirements of the Securities Act of 1933.

On July 13, 2021, Ark issued €39.1 million ($46.3 million based upon the foreign exchange spot rate as of the date of the transaction) face value floating rate unsecured subordinated notes (“Ark 2021 Subordinated Notes Tranche 1”). The Ark 2021 Subordinated Notes Tranche 1, which mature in July 2041, accrue interest at a floating rate equal to the three-month Euro Interbank Offered Rate (“EURIBOR”) plus 5.75% per annum.

On August 11, 2021, Ark issued $47.0 million face value floating rate unsecured subordinated notes (“Ark 2021 Subordinated Notes Tranche 2”). The Ark 2021 Subordinated Notes Tranche 2, which mature in August 2041, ~~accrue~~accrued interest at a floating rate equal to the three-month U.S. LIBOR plus 5.75% per annum until August 2023. Effective August 2023, the Ark 2021 Subordinated Notes Tranche 2 accrue interest at a floating rate equal to the three-month SOFR plus a credit adjustment spread of 0.26% and a stated margin of 5.75% per annum.

On September 8, 2021, Ark issued $70.0 million face value floating rate unsecured subordinated notes (“Ark 2021 Subordinated Notes Tranche 3”). The Ark 2021 Subordinated Notes Tranche 3, which mature in September 2041, ~~accrue~~accrued interest at a floating rate equal to the three-month U.S. LIBOR plus 6.1% per annum until September 2023. Effective September 2023, the Ark 2021 Subordinated Notes Tranche 3 accrue interest at a floating rate equal to the three-month SOFR plus a credit adjustment spread of 0.26% and a stated margin of 6.1% per annum.

On the ten-year anniversary of the issue dates, the interest rate for the Ark 2021 Subordinated Notes will increase by 1.0% per annum. Ark has the option to redeem, in whole or in part, the Ark 2021 Subordinated Notes ahead of contractual maturity at the outstanding principal amounts plus accrued interest at the ten-year anniversary or any subsequent interest payment date.

All payments of principal and interest under the Ark 2021 Subordinated Notes are conditional upon GAIL’s solvency and compliance with the enhanced capital requirements of the Bermuda Monetary Authority (“BMA”). The deferral of payments of principal and interest under these conditions does not constitute a default by Ark and does not give the noteholders any rights to accelerate repayment of the Ark 2021 Subordinated Notes or take any enforcement action under the Ark 2021 Subordinated Notes.

If the payments of principal and interest under the Ark 2021 Subordinated Notes become subject to tax withholding on behalf of Bermuda or any political subdivision there, the Ark 2021 Subordinated Notes require the payment of additional amounts such that the amount received by the noteholders is the same as would have been received absent the tax withholding being imposed. The Ark 2021 Subordinated Notes Tranche 3 require the payment of additional interest of 1.0% per annum upon the occurrence of a premium load event until such event is remedied. Premium load events include the failure to meet payment obligations of the Ark 2021 Subordinated Notes Tranche 3 when due, failure of GAIL to maintain an investment grade credit rating, failure to maintain 120% of GAIL’s Bermuda solvency capital requirement, failure of GAIL to maintain a debt to capital ratio below 40%, late filing of GAIL’s or Ark’s financial information, and making a restricted payment or distribution on GAIL’s common stock or other securities that rank junior or pari passu with the Ark 2021 Subordinated Notes Tranche 3 when a different premium load event exists or will be caused by the restricted payment. As of ~~September 30, 2023,~~March 31, 2024, there were no premium load events.

As of ~~September 30, 2023,~~March 31, 2024, the Ark 2021 Subordinated Notes Tranche 1 had an outstanding balance of €39.1 million ($~~41.9~~42.4 million based upon the foreign exchange spot rate as of ~~September 30, 2023)~~March 31, 2024), the Ark 2021 Subordinated Notes Tranche 2 had an outstanding balance of $47.0 million, and the Ark 2021 Subordinated Notes Tranche 3 had an outstanding balance of $70.0 million.

The Ark Subordinated Notes contain various affirmative and negative covenants that White Mountains considers to be customary for such borrowings.

Ark Standby Letter of Credit Facilities

In December 2021, Ark entered into two uncommitted secured standby letter of credit facility agreements to support the continued growth and expansion of ~~its GAIL~~GAIL’s insurance and reinsurance operations. The standby letter of credit facility agreements were executed with ING Bank N.V., London Branch (the “ING LOC Facility”), with capacity of $50.0 million on an uncollateralized basis, and with Citibank Europe Plc (the “Citibank LOC Facility”), with capacity of ~~$100.0~~$125.0 million on a collateralized basis. In September 2022, Ark entered into an additional uncommitted standby letter of credit facility agreement with Lloyds Bank Corporate Markets PLC (the “Lloyds LOC Facility”), with capacity of ~~$50.0~~$100.0 million on a collateralized basis.

As of ~~September 30, 2023,~~January 1, 2024, the ING LOC Facility was ~~undrawn.~~undrawn and the availability period expired. Ark did not renew the credit facility. As of ~~September 30, 2023,~~March 31, 2024, the Citibank LOC Facility had an outstanding balance of ~~$93.2~~$111.5 million and short-term investments pledged as collateral of ~~$108.6~~$136.9 million. As of ~~September 30, 2023,~~March 31, 2024, the Lloyds LOC Facility had an outstanding balance of ~~$25.9~~$35.4 million and short-term investments pledged as collateral of ~~$38.6~~$65.0 million. Ark’s uncommitted secured standby letter of credit facility agreements contain various representations, warranties and covenants that White Mountains considers to be customary for such borrowings.

HG Global Senior Notes

On April 29, 2022, HG Global received the proceeds from the issuance of its $150.0 million face value floating rate secured senior notes (the “HG Global Senior Notes”). The HG Global Senior Notes, which mature in April 2032, accrue interest at a floating rate equal to the three-month Overnight Financing Rate (“SOFR”) plus a credit adjustment spread of 0.26% and a stated margin of 6.0% per annum. Subsequent to the five-year anniversary of the funding date, absent the occurrence of an early amortization trigger event, HG Global will be required to make payments of principal on a quarterly basis totaling $15.0 million annually. Upon the occurrence of an early amortization trigger event, HG Global is required to use all available cash flow to repay the notes. Early amortization trigger events include scenarios in which HG Re is effectively in runoff. HG Global has the option to redeem, in whole or in part, the HG Global Senior Notes after the five-year anniversary of the funding date at the outstanding principal amount plus accrued interest.

On June 16, 2022, HG Global entered into an interest rate cap agreement, effective on July 25, 2022, to limit its exposure to the risk of interest rate increases on the HG Global Senior Notes. The notional amount of the interest rate cap is $150.0 million and the termination date is July 25, 2025. See Note 9— “Derivatives.”

The HG Global Senior Notes require HG Global to maintain an interest reserve account of eight times the interest accrued for the most recent quarterly interest period. While the interest rate cap is in force, the interest reserve account is subject to a maximum required balance of $29.3 million. As of March 31, 2024, the fair value of the interest reserve account, which is included in short-term investments, was $30.5 million.

If the payment of principal and interest under the HG Global Senior Notes becomes subject to tax withholding on behalf of a relevant governmental authority for certain indemnified taxes, the HG Global Senior Notes require the payment of additional amounts such that the amount received by the noteholders is the same as would have been received absent the tax withholding being imposed. The HG Global Senior Notes require the payment of additional interest of 1.0% per annum if the HG Global Senior Notes receive a non-investment grade rating or are no longer rated. As of March 31, 2024, the HG Global Senior Notes had an investment grade rating.

As of March 31, 2024, the HG Global Senior Notes had an outstanding balance of $150.0 million.

Kudu Credit Facility

On March 23, 2021, Kudu entered into a secured revolving credit facility (the “Kudu Credit Facility”) with Mass Mutual to repay its prior credit facility and to fund new investments and related transaction expenses. The maximum borrowing capacity of the Kudu Credit Facility is $300.0 million. The Kudu Credit Facility matures on March 23, 2036.

Through June 30, 2023, interest on the Kudu Credit Facility accrued at a floating interest rate equal to the greater of the three-month LIBOR or 0.25% plus, in each case, 4.30%. Effective July 1, 2023, the Kudu Credit Facility ~~was amended such that the~~accrues interest at a floating interest rate is equal to the ~~three month Secured Overnight Financing Rate (“SOFR”)~~three-month SOFR plus a credit adjustment spread of 0.26% and a stated margin of 4.30%. The Kudu Credit Facility requires Kudu to maintain an interest reserve account. As of ~~September 30,~~March 31, 2024 and December 31, 2023, the interest reserve account of ~~$14.1~~$15.1 million and $14.9 million was held in short term investments. ~~As of December 31, 2022, the interest reserve account of $12.2 million was held in restricted cash.~~ The Kudu Credit Facility requires Kudu to maintain a ratio of the outstanding balance to the sum of the fair market value of Kudu’s Participation Contracts and cash held in certain accounts (the “LTV Percentage”) of less than 50% in years 0-3, 40% in years 4-6, 25% in years 7-8, 15% in years 9-10, and 0% thereafter. As of ~~September 30, 2023,~~March 31, 2024, Kudu had a ~~27.9%~~23.1% LTV Percentage.

Kudu may borrow undrawn balances within the initial three-year availability period, subject to customary terms and conditions, to the extent the amount borrowed under the Kudu Credit Facility does not exceed the borrowing base, which is equal to 35% of the fair value of Kudu’s qualifying Participation Contracts. ~~When considering the fair value of Kudu’s qualifying Participation Contracts~~The Kudu Credit Facility’s availability period expired as of ~~September 30, 2023,~~March 31, 2024. Kudu is currently in discussions with Mass Mutual to renew the ~~available undrawn balance was $74.1 million.~~Kudu Credit Facility.

The following table presents the change in debt under the Kudu Credit Facility for the three ~~and nine~~ months ended ~~September 30, 2023~~March 31, 2024 and ~~2022:~~2023:


		Three Months Ended September 30,				Nine Months Ended September 30,
				Three Months Ended March 31,
				Three Months Ended March 31,
				Three Months Ended March 31,
Millions	Millions	2023		2022		2023		2022		Millions	2024	2023

Kudu Credit Facility	Kudu Credit Facility

Kudu Credit Facility

Kudu Credit Facility
Beginning balance
Beginning balance
Beginning balance	Beginning balance	$	210.3	$	260.4	$	215.2	$	225.4
Term loans	Term loans
Borrowings	Borrowings	—		—		12.0		35.0
Borrowings
Borrowings
Repayments	Repayments	—		—		(16.9)		—
Ending balance	Ending balance	$	210.3	$	260.4	$	210.3	$	260.4

The Kudu Credit Facility is secured by all property of the loan parties and contains various affirmative and negative covenants that White Mountains considers to be customary for such borrowings.

Other Operations Debt

As of ~~September 30, 2023,~~March 31, 2024, White Mountains’s Other Operations had debt with an outstanding balance of ~~$30.1~~$26.4 million, which consisted of four secured credit facilities (collectively, “Other Operations debt”).

Compliance

At ~~September 30, 2023,~~March 31, 2024, White Mountains was in compliance, in all material respects, with all of the covenants under its debt instruments.

Note 8. Income Taxes

The Company and its ~~Bermuda domiciled~~Bermuda-domiciled subsidiaries are not subject to income tax ~~under current~~in Bermuda ~~law.~~ in 2024 and prior years. On December 27, 2023, Bermuda enacted a 15.0% corporate income tax that will generally become effective on January 1, 2025. The Bermuda legislation defers the effective date for five years for Bermuda companies in consolidated groups that meet certain requirements. White Mountains expects to meet the requirements to be exempt from the Bermuda corporate income tax until January 1, 2030. The Bermuda legislation also provides for an economic transition adjustment that will reduce future years’ taxable income. Under GAAP, this economic transition adjustment was required to be recognized as a net deferred tax asset as of December 31, 2023. Accordingly, White Mountains’s net income for 2023 included a net deferred tax benefit of $68.0 million, of which $51.0 million was recorded at Ark and $17.0 million was recorded at HG Global. The deferred tax assets remained unchanged as of March 31, 2024.

The Company has subsidiaries and branches that operate in various other jurisdictions around the world and are subject to tax in the jurisdictions in which they operate. As of ~~September 30, 2023,~~March 31, 2024, the primary jurisdictions in which the Company’s subsidiaries and branches operate and were subject to tax include ~~Ireland,~~ Israel, Luxembourg, the United Kingdom and the United States. On April 1, 2023, the U.K. corporate tax rate increased from 19.0% to 25.0%.

White Mountains’s income tax expense related to pre-tax income from continuing operations for the three months ended ~~September 30,~~March 31, 2024 and 2023 represented an effective tax rate of ~~34.6%~~4.6% and 6.0%. The effective tax rate was different from the U.S. statutory rate of 21.0%, driven primarily by an increase in the valuation allowance at BAM, as well as withholding taxes and state income taxes, partially offset by full year forecasted income in jurisdictions with lower tax rates than the United States.

White Mountains’s income tax expense related to pre-tax income from continuing operations for the nine months ended September 30, 2023 represented an effective tax rate of 8.2%. The effective tax rate was different from the U.S. statutory rate of 21.0%, driven primarily by full year forecasted income in jurisdictions with lower tax rates than the United States.

White Mountains’s income tax benefit related to pre-tax loss from continuing operations for the three and nine months ended September 30, 2022 represented an effective tax rate of 23.9% and 9.4%. The effective tax rate for the nine months ended September 30, 2022 was different from the U.S. statutory rate of 21.0%, driven primarily by full year forecasted income in jurisdictions with lower tax rates than the United States, partially offset by an increase in the valuation allowance on net deferred tax assets in certain U.S. operations within Other Operations, an increase in the valuation allowance at BAM, as well as state income taxes.

~~On April 1, 2023, the U.K. corporate tax rate increased from 19.0% to 25.0%.~~

On August 16, 2022, the U.S. enacted the Inflation Reduction Act (the “IRA”). White Mountains has evaluated the tax provisions of the IRA, the most significant of which relate to the corporate alternative minimum tax and the tax on share repurchases, and does not expect the legislation to have a material impact on the results of its operations.

In arriving at the effective tax rate for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2024 and 2023, ~~and 2022,~~ White Mountains forecasted all income and expense items including the change in net unrealized investment gains (losses) and net realized investment gains (losses) for the years ending December 31, ~~2023~~2024 and ~~2022.~~2023.

White Mountains records a valuation allowance against deferred tax assets if it becomes more likely than not that all or a portion of a deferred tax asset will not be realized. Changes in valuation allowances from period to period are included in income tax expense in the period of change. In determining whether or not a valuation allowance, or change therein, is warranted, White Mountains considers factors such as prior earnings history, expected future earnings, carryback and carryforward periods and strategies that if executed would result in the realization of a deferred tax asset.

With few exceptions, White Mountains is no longer subject to U.S. federal, state, or non-U.S. income tax examinations by tax authorities for years before ~~2017.~~2018.

Note 9. Derivatives

HG Global Interest Rate Cap

HG Global paid initial premiums of $3.3 million for the interest rate cap. Under the terms of the interest rate cap agreement, if the current three-month SOFR ~~rate at the measurement~~on a quarterly determination date exceeds 3.5%, HG Global will receive ~~payments~~a payment from the counterparty on the subsequent settlement date equal to the difference between the three-month SOFR ~~rate~~ on the determination date and 3.5%, multiplied by the notional amount of the cap ~~based on~~and the number of days in the ~~quarter.~~settlement period divided by 360. As of ~~September 30, 2023,~~March 31, 2024, the three-month SOFR ~~rate~~ was ~~5.4%~~5.3%.

HG Global accounts for the interest rate cap as a derivative at fair value, with changes in fair value recognized in current period earnings within interest expense. For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2024 and 2023, White Mountains recognized a gain (loss) of ~~$0.0~~$0.2 million and ~~$0.7~~$(0.7) million related to the change in fair value on the interest rate cap within interest expense. For the three ~~and nine~~ months ended ~~September 30, 2022, White Mountains recognized a gain of $2.1 million~~March 31, 2024 and ~~$0.6 million related to the change in fair value on the interest rate cap. For the three and nine months ended September 30,~~ 2023, White Mountains received a payment of ~~$0.6~~$0.7 million and ~~$1.2~~$0.2 million related to the periodic settlement of the interest rate cap. As of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, the estimated fair value of the interest rate cap recorded in other assets was ~~$4.8~~$3.1 million and ~~$4.1~~$2.9 million. White Mountains classifies the interest rate cap as a Level 2 measurement.

Note 10. Municipal Bond Guarantee Insurance

HG Global was established to fund the startup of BAM, a mutual municipal bond insurer. HG Global, together with its subsidiaries, provided the initial capitalization of BAM through the purchase of $503.0 million of the BAM Surplus Notes.

Reinsurance Treaties

FLRT

BAM is a party to a first loss reinsurance treaty (“FLRT”) with HG Re under which HG Re provides first loss protection up to 15%-of-par outstanding on each municipal bond insured by BAM. For capital appreciation bonds, par is adjusted to the estimated equivalent par value for current interest paying bonds. In return, BAM cedes approximately 60% of the risk premium charged for insuring the municipal bond, which is net of a ceding commission. The FLRT is a perpetual agreement with terms that can be renegotiated after a specified period of time. During 2021, BAM and HG Re agreed that the terms may be renegotiated at the end of 2024, and each subsequent five-year period thereafter.

Fidus Re

BAM is party to a collateralized financial guarantee excess of loss reinsurance agreement that serves to increase BAM’s claims paying resources and is provided by Fidus Re Ltd. (“Fidus Re”).

In 2018, Fidus Re was initially capitalized by the issuance of $100.0 million of insurance-linked securities (the “Fidus Re 2018 Agreement”), which have an initial term of 12 years and are callable five years after the date of issuance. The proceeds from issuance were placed in a collateral trust supporting Fidus Re’s obligations to BAM. Under the Fidus Re 2018 Agreement, Fidus Re reinsures 90% of aggregate losses exceeding $165.0 million on a portion of BAM’s financial guarantee portfolio (the “2018 Covered Portfolio”) up to a total reimbursement of $100.0 million. The Fidus Re 2018 Agreement does not provide coverage for losses in excess of $276.1 million. The 2018 Covered Portfolio consists of approximately ~~24%~~21% of BAM’s gross par outstanding as of ~~September 30, 2023.~~March 31, 2024.

In 2021, Fidus Re issued an additional $150.0 million of insurance-linked securities (the “Fidus Re 2021 Agreement”), which have an initial term of 12 years and are callable five years after the date of issuance. The proceeds from issuance were placed in a collateral trust supporting Fidus Re’s obligations to BAM. Under the Fidus Re 2021 Agreement, Fidus Re reinsures 90% of aggregate losses exceeding $135.0 million on a portion of BAM’s financial guarantee portfolio (the “2021 Covered Portfolio”) up to a total reimbursement of $150.0 million. The Fidus Re 2021 Agreement does not provide coverage for losses in excess of $301.7 million. The 2021 Covered Portfolio consists of approximately ~~29%~~27% of BAM’s gross par outstanding as of ~~September 30, 2023.~~March 31, 2024.

In 2022, Fidus Re issued an additional $150.0 million of insurance linked securities (the “Fidus Re 2022 Agreement”), which have an initial term of 12 years and are callable seven years after the date of issuance. The proceeds from issuance were placed in a collateral trust supporting Fidus Re’s obligations to BAM. Under the Fidus Re 2022 Agreement, Fidus Re reinsures 90% of aggregate losses exceeding $110.0 million on a portion of BAM’s financial guarantee portfolio (the “2022 Covered Portfolio”) up to a total reimbursement of $150.0 million. The Fidus Re 2022 Agreement does not provide coverage for losses in excess of $276.7 million. The 2022 Covered Portfolio consists of approximately ~~30%~~28% of BAM’s gross par outstanding as of ~~September 30, 2023.~~March 31, 2024.

The Fidus Re agreements are accounted for using deposit accounting and any related financing expenses are recorded in general and administrative expenses as they do not meet the risk transfer requirements necessary to be accounted for as reinsurance.

XOLT

In January 2020, BAM entered into an excess of loss reinsurance agreement (the “XOLT”) with HG Re. Under the XOLT, HG Re provides last dollar protection for exposures on municipal bonds insured by BAM in excess of the New York State Department of Financial Services (“NYDFS”) single issuer limits. As of ~~September 30, 2023,~~March 31, 2024, the XOLT is subject to an aggregate limit equal to the lesser of $125.0 million or the assets held in the supplemental collateral trust (the “Supplemental Trust”) at any point in time. The agreement is accounted for using deposit accounting and any related financing expenses are recorded in general and administrative expenses as the agreement does not meet the risk transfer requirements necessary to be accounted for as reinsurance.

Collateral Trusts

HG Re’s obligations under the FLRT are subject to an aggregate limit equal to the assets in two collateral trusts, the Supplemental Trust and the Regulation 114 Trust (together, the “Collateral Trusts”), at any point in time.

On a monthly basis, BAM deposits cash equal to ceded premiums, net of ceding commissions, due to HG Re under the FLRT directly into the Regulation 114 Trust. The Regulation 114 Trust target balance is equal to HG Re’s unearned premiums and unpaid loss and LAE reserves, if any. If, at the end of any quarter, the Regulation 114 Trust balance is below the target balance, funds will be withdrawn from the Supplemental Trust and deposited into the Regulation 114 Trust in an amount equal to the shortfall. If, at the end of any quarter, the Regulation 114 Trust balance is above 102% of the target balance, funds will be withdrawn from the Regulation 114 Trust and deposited into the Supplemental Trust. The Regulation 114 Trust balance as of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023 was ~~$311.2~~$330.7 million and ~~$288.6~~$341.6 million.

The Supplemental Trust target balance is $603.0 million, less the amount of cash and securities in the Regulation 114 Trust in excess of its target balance (the “Supplemental Trust Target Balance”). If, at the end of any quarter, the Supplemental Trust balance exceeds the Supplemental Trust Target Balance, such excess may be distributed to HG Re. The distribution will be made first as an assignment of accrued interest on the BAM Surplus Notes and second in cash and/or fixed income securities.

As the BAM Surplus Notes are repaid over time, the BAM Surplus Notes will be replaced in the Supplemental Trust by cash and fixed income securities. The Supplemental Trust balance as of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023 was ~~$588.5~~$602.4 million and ~~$568.3~~$606.9 million.

As of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, the Collateral Trusts held assets of ~~$899.7~~$933.1 million and ~~$856.9~~$948.5 million, which included ~~$526.5~~$592.8 million and ~~$503.3~~$588.6 million of cash, investments and ~~investments, $340.0~~accrued investment income, $322.2 million and ~~$340.0~~$322.2 million of BAM Surplus Notes and ~~$33.2~~$18.1 million and ~~$13.6~~$37.7 million of interest receivable on the BAM Surplus Notes.

BAM Surplus Notes

Through 2024, the interest rate on the BAM Surplus Notes is a variable rate equal to the one-year U.S. Treasury rate plus 300 basis points, set annually. ~~During 2023,~~Beginning in 2025, the rate will be fixed through maturity at the higher of the 2024 variable rate or 8.0%. Accordingly, in 2024 and through maturity, the interest rate on the BAM Surplus Notes is ~~7.7%. Beginning in 2025, the interest rate will be fixed at the higher of the then current variable rate or 8.0%~~8.2%. Under its agreements with HG Global, BAM is required to seek regulatory approval to pay principal and interest on the BAM Surplus Notes only to the extent that its remaining qualified statutory capital and other capital resources continue to support its outstanding obligations, its business plan and its “AA/stable” rating from Standard & Poor’s. No payment of principal or interest on the BAM Surplus Notes may be made without the approval of the NYDFS.

In December ~~2022,~~2023, BAM made a ~~$36.0~~$27.4 million cash payment of principal and interest on the BAM Surplus Notes held by HG Global. Of this payment, ~~$24.6~~$17.8 million was a repayment of principal held in the Supplemental Trust, ~~$1.0~~$2.0 million was a payment of accrued interest held in the Supplemental Trust and ~~$10.4~~$7.6 million was a payment of accrued interest held outside the Supplemental Trust.

During the three ~~and nine~~ months ended ~~September 30,~~March 31, 2024 and 2023, ~~and 2022,~~ BAM made no repayments of the BAM Surplus Notes or accrued interest.

As of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, the principal balance on the BAM Surplus Notes was ~~$340.0~~$322.2 million for both periods, and total interest receivable on the BAM Surplus Notes was ~~$177.6~~$181.1 million and ~~$157.9~~$174.5 million.

Insured Obligations and Premiums

The following table presents a schedule of BAM’s insured obligations as of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022:~~2023:


			September 30, 2023		December 31, 2022
		March 31, 2024							March 31, 2024		December 31, 2023
Contracts outstanding	Contracts outstanding		14,084		13,382
Remaining weighted average contract period (in years)	Remaining weighted average contract period (in years)		11.0		10.8		Remaining weighted average contract period (in years)	10.5		11.1
Contractual debt service outstanding (in millions):	Contractual debt service outstanding (in millions):
Principal
Principal
Principal	Principal		$	105,918.1	$	99,996.9
Interest	Interest		52,628.8		48,880.6
Total debt service outstanding	Total debt service outstanding		$	158,546.9	$	148,877.5

Gross unearned insurance premiums (in millions)	Gross unearned insurance premiums (in millions)		$	312.3	$	298.3
Gross unearned insurance premiums (in millions)
Gross unearned insurance premiums (in millions)

The following table presents a schedule of BAM’s future premium revenues as of ~~September 30, 2023:~~March 31, 2024:

Millions September 30, 2023
October 1, 2023 - December 31, 2023 $ 7.3
January 1, 2024 - March 31, 2024 7.2
April 1, 2024 - June 30, 2024 7.1
July 1, 2024 - September 30, 2024 7.0
October 1, 2024 - December 31, 2024 6.9
Total 2024 28.2
2025 26.4
2026 24.8
2027 23.2
2028 21.4
2029 and thereafter 181.0
Total gross unearned insurance premiums $ 312.3


Millions	March 31, 2024
April 1, 2024 - December 31, 2024	$	22.4
January 1, 2025 - March 31, 2025	7.2
April 1, 2025 - June 30, 2025	7.2
July 1, 2025 - September 30, 2025	7.0
October 1, 2025 - December 31, 2025	6.9
Total 2025	28.3
2026	26.6
2027	24.9
2028	23.1
2029	21.4
2030 and thereafter	181.8
Total gross unearned insurance premiums	$	328.5

The following table presents a schedule of written premiums and earned premiums included in the HG Global/BAM segment for the three ~~and nine~~ months ended ~~September 30, 2023~~March 31, 2024 and ~~2022:~~2023:


		Three Months Ended September 30,			Nine Months Ended September 30,
			Three Months Ended March 31,
			Three Months Ended March 31,
			Three Months Ended March 31,
Millions	Millions		2023		2022		2023		2022		Millions	2024	2023
Written premiums:	Written premiums:
Direct
Direct
Direct	Direct		$	16.5	$	18.4	$	37.3	$	44.9
Assumed	Assumed		—		1.3		—		1.3
Gross written premiums (1)	Gross written premiums (1)		$	16.5	$	19.7	$	37.3	$	46.2
Earned premiums:	Earned premiums:
Direct	Direct		$	7.4	$	6.5	$	21.4	$	22.0
Direct
Direct
Assumed	Assumed		.5		.6		1.9		4.0
Gross earned premiums (1)	Gross earned premiums (1)		$	7.9	$	7.1	$	23.3	$	26.0

(1) There are no ceded premium amounts in the periods presented, and gross earned premiums are equivalent to net written premiums and

net earned premiums.

In September 2022, BAM entered into a 100% facultative quota share reinsurance agreement under which it assumed a portfolio of municipal bond guarantee contracts with a par value of $42.5 million. During 2023, the contracts associated with this assumed reinsurance transaction were novated.

Note 11. Earnings Per Share

White Mountains calculates earnings per share using the two-class method, which allocates earnings between common shares and unvested restricted common shares. Both classes of shares participate equally in dividends and 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.

The following table presents the Company’s computation of earnings per share from continuing operations for the three ~~and nine~~ months ended ~~September 30, 2023~~March 31, 2024 and ~~2022. See~~ ~~Note 19 — “Held for Sale and Discontinued Operations.”~~2023.


				Three Months Ended March 31,
				Three Months Ended March 31,
				Three Months Ended March 31,
										2024	2023
Basic and diluted earnings per share numerators (in millions):
Net income (loss) attributable to White Mountains’s common shareholders
Net income (loss) attributable to White Mountains’s common shareholders
Net income (loss) attributable to White Mountains’s common shareholders

		Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022		2023		2022
Basic and diluted earnings per share numerators (in millions):
Net income (loss) attributable to White Mountains’s common shareholders		$	23.6	$	888.2	$	222.7	$	752.4
Less: total income (loss) from discontinued operations, net of tax (1)		—		893.1		—		903.2
Less: net (income) loss from discontinued operations attributable to noncontrolling interests		—		(.1)		—		(.7)
Net income (loss) from continuing operations attributable to White Mountains’s common shareholders		23.6		(4.8)		222.7		(150.1)

Allocation of (earnings) losses to participating restricted common shares (2)		(.3)		.1		(3.1)		1.8
Allocation of (earnings) losses to participating restricted common shares (1)

Allocation of (earnings) losses to participating restricted common shares (1)

Allocation of (earnings) losses to participating restricted common shares (1)
Basic and diluted earnings (losses) per share numerators	Basic and diluted earnings (losses) per share numerators	$	23.3	$	(4.7)	$	219.6	$	(148.3)
Basic earnings per share denominators (in thousands):	Basic earnings per share denominators (in thousands):
Total average common shares outstanding during the period	Total average common shares outstanding during the period	2,560.5		2,893.8		2,564.2		2,959.3
Average unvested restricted common shares (3)		(37.6)		(38.3)		(35.5)		(35.5)
Total average common shares outstanding during the period
Total average common shares outstanding during the period
Average unvested restricted common shares (2)
Basic earnings (losses) per share denominator	Basic earnings (losses) per share denominator	2,522.9		2,855.5		2,528.7		2,923.8
Diluted earnings per share denominator (in thousands):	Diluted earnings per share denominator (in thousands):
Total average common shares outstanding during the period	Total average common shares outstanding during the period	2,560.5		2,893.8		2,564.2		2,959.3
Average unvested restricted common shares (3)		(37.6)		(38.3)		(35.5)		(35.5)
Total average common shares outstanding during the period
Total average common shares outstanding during the period
Average unvested restricted common shares (2)

Diluted earnings (losses) per share denominator
Diluted earnings (losses) per share denominator
Diluted earnings (losses) per share denominator	Diluted earnings (losses) per share denominator	2,522.9		2,855.5		2,528.7		2,923.8

Basic and diluted earnings per share (in dollars) - continuing operations:
Basic and diluted earnings per share (in dollars):

Basic and diluted earnings per share (in dollars):

Basic and diluted earnings per share (in dollars):
Distributed earnings - dividends declared and paid
Distributed earnings - dividends declared and paid
Distributed earnings - dividends declared and paid	Distributed earnings - dividends declared and paid	$	—	$	—	$	1.00	$	1.00
Undistributed earnings (losses)	Undistributed earnings (losses)	9.19		(1.66)		85.82		(51.73)
Basic and diluted earnings (losses) per share	Basic and diluted earnings (losses) per share	$	9.19	$	(1.66)	$	86.82	$	(50.73)

(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 and net (income) loss from discontinued operations attributable to non-controlling interests. See ~~Note 19 — “Held for Sale and Discontinued Operations.~~”

~~(2)~~ Restricted shares issued by White Mountains receive dividends, and therefore, are considered participating securities.

~~(3)~~(2) Restricted shares outstanding vest upon a stated date. See Note 12 — “Employee Share-Based Incentive Compensation Plans.”

The following table presents the undistributed net earnings (losses) ~~from continuing operations~~ for the three ~~and nine~~ months ended ~~September 30, 2023~~March 31, 2024 and ~~2022. See~~ ~~Note 19 — “Held for Sale and Discontinued Operations.”~~2023.


		Three Months Ended September 30,				Nine Months Ended September 30,
				Three Months Ended March 31,
				Three Months Ended March 31,
				Three Months Ended March 31,
Millions	Millions	2023		2022		2023		2022		Millions	2024	2023
Undistributed net earnings - continuing operations:
Undistributed net earnings:
Net income (loss) attributable to White Mountains’s common shareholders, net of restricted common share amounts
Net income (loss) attributable to White Mountains’s common shareholders, net of restricted common share amounts
Net income (loss) attributable to White Mountains’s common shareholders, net of restricted common share amounts	Net income (loss) attributable to White Mountains’s common shareholders, net of restricted common share amounts	$	23.3	$	(4.7)	$	219.6	$	(148.3)
Dividends declared, net of restricted common share amounts (1)	Dividends declared, net of restricted common share amounts (1)	—		—		(2.5)		(3.0)
Total undistributed net earnings (losses), net of restricted common share amounts	Total undistributed net earnings (losses), net of restricted common share amounts	$	23.3	$	(4.7)	$	217.1	$	(151.3)

(1) Restricted shares issued by White Mountains receive dividends, and therefore, are considered participating securities.

Note 12. Employee Share-Based Incentive Compensation Plans

White Mountains’s share-based incentive compensation plans are designed to incentivize key employees to maximize shareholder value over long periods of time. White Mountains believes that this is best pursued by utilizing a pay-for-performance program that closely aligns the financial interests of management with those of its shareholders while rewarding appropriate risk taking. White Mountains accomplishes this by emphasizing variable long-term compensation that is contingent on performance over a number of years rather than fixed entitlements. White Mountains expenses all of its share-based compensation. As a result, White Mountains’s calculation of its owners’ returns includes the expense of all outstanding share-based compensation awards.

White Mountains’s Long-Term Incentive Plan (the “WTM Incentive Plan”) provides for grants of various types of share-based and non-share-based incentive awards to key employees and directors of White Mountains. As of ~~September 30,~~March 31, 2024 and 2023, ~~and 2022,~~ White Mountains’s share-based incentive compensation awards consist of performance shares and restricted shares.

Performance Shares

Performance shares are designed to reward employees for meeting company-wide performance targets. Performance shares are conditional grants of a specified maximum number of common shares or an equivalent amount of cash. Awards generally vest at the end of a three-year service period, are subject to the attainment of pre-specified performance goals, and are valued based on the market value of common shares at the time awards are paid. Performance shares earned under the WTM Incentive Plan are typically paid in cash but may be paid in common shares. Compensation expense is recognized for the vested portion of the awards over the related service periods. The level of payout ranges from zero to two times the number of shares initially granted, depending on White Mountains’s financial performance. Performance shares become payable at the conclusion of a performance cycle (typically three years) if pre-defined financial targets are met. The performance measures used for determining performance share payouts are growth in White Mountains’s adjusted book value per share and intrinsic value per share. Intrinsic value per share is generally calculated by adjusting adjusted book value per share for differences between the adjusted book value of certain assets and liabilities and White Mountains’s estimate of their underlying intrinsic values.

The following table presents the performance share activity for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2024 and 2023 ~~and 2022~~ for performance shares granted under the WTM Incentive Plan:




		Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended March 31,
		2023			2022			2023			2022					2024	2023
$ in Millions	$ in Millions	Target Performance Shares Outstanding	Accrued Expense		Target Performance Shares Outstanding	Accrued Expense		Target Performance Shares Outstanding	Accrued Expense		Target Performance Shares Outstanding	Accrued Expense		$ in Millions				Target Performance Shares Outstanding	Accrued Expense	Target Performance Shares Outstanding	Accrued Expense
Beginning of period	Beginning of period	37,031	$	44.6	39,449	$	41.2	39,449	$	67.5	40,828	$	42.2
Shares paid (1)	Shares paid (1)	—	—		—	—		(13,350)	(40.8)		(14,625)	(26.4)
New grants	New grants	—	—		—	—		10,895	—		13,225	—
Forfeitures and cancellations (2)	Forfeitures and cancellations (2)	—	—		—	(.1)		37	.2		21	(.2)
Expense recognized	Expense recognized	—	10.5		—	11.9		—	28.2		—	37.4
End of period	End of period	37,031	$	55.1	39,449	$	53.0	37,031	$	55.1	39,449	$	53.0

(1) WTM performance share payments ~~in 2023~~ for the ~~2020-2022~~2021-2023 performance cycle ~~which~~ were ~~paid~~made in March ~~2023~~2024 at ~~200%~~188% of target. WTM performance share payments ~~in 2022~~ for the ~~2019-2021~~2020-2022 performance cycle ~~which~~ were ~~paid~~made in March ~~2022~~2023 at ~~172%~~200% of target.

(2) Amounts include changes in assumed forfeitures, as required under GAAP.

During the ~~nine~~three months ended ~~September 30,~~March 31, 2024, White Mountains granted 10,405 performance shares for the 2023-2025 performance cycle. During the three months ended March 31, 2023, White Mountains granted 10,895 performance shares for the 2023-2025 performance cycle. ~~During~~

For the ~~nine months ended September 30, 2022, White Mountains granted 13,225~~2021-2023 performance cycle, the Company issued common shares for 100 performance shares ~~for the 2022-2024~~earned, and all other performance ~~cycle.~~

shares earned were settled in cash. For the 2020-2022 performance cycle, all performance shares earned were settled in cash. ~~For the 2019-2021 performance cycle, the Company issued common shares for 750 performance shares earned, and~~If all ~~other performance shares earned were settled in cash. If the~~ outstanding performance shares had vested on ~~September 30, 2023,~~March 31, 2024, the total additional compensation cost to be recognized would have been ~~$32.9~~$45.2 million, based on accrual factors as of ~~September 30, 2023~~March 31, 2024 (common share price and payout assumptions).

The following table presents performance shares outstanding and accrued expense for performance shares awarded under the WTM Incentive Plan as of ~~September 30, 2023~~March 31, 2024 for each performance cycle:

September 30, 2023

March 31, 2024

$ in Millions

Target Performance
Shares Outstanding

Accrued
Expense

$ in Millions

Target Performance
Shares Outstanding

Accrued
Expense

Performance cycle:

2021 – 2023

13,475

30.4

2022 – 2024

13,225

22.1

2023 – 2025

10,895

3.4

2024 – 2026

Sub-total

37,595

55.9

Assumed forfeitures

(564)

(.8)

Total

37,031

55.1

Restricted Shares

Restricted shares are grants of a specified number of common shares that generally vest at the end of a 34-month service period. The following table presents the unrecognized compensation cost associated with the outstanding restricted share awards under the WTM Incentive Plan for the three ~~and nine~~ months ended ~~September 30, 2023~~March 31, 2024 and ~~2022:~~2023:




		Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended March 31,
		2023			2022			2023			2022					2024	2023
$ in Millions	$ in Millions	Restricted Shares	Unamortized Issue Date Fair Value		Restricted Shares	Unamortized Issue Date Fair Value		Restricted Shares	Unamortized Issue Date Fair Value		Restricted Shares	Unamortized Issue Date Fair Value		$ in Millions				Restricted Shares	Unamortized Issue Date Fair Value	Restricted Shares	Unamortized Issue Date Fair Value
Non-vested,	Non-vested,													Non-vested,
Beginning of period	Beginning of period	37,595	$	24.3	38,350	$	23.0	38,350	$	15.5	37,850	$	15.9
Issued	Issued	—	—		—	—		10,895	16.0		13,225	13.8
Vested	Vested	—	—		—	—		(11,650)	—		(12,725)	—
Forfeited	Forfeited	—	—		—	—		—	—		—	—
Expense recognized	Expense recognized	—	(4.1)		—	(3.8)		—	(11.3)		—	(10.5)
End of period	End of period	37,595	$	20.2	38,350	$	19.2	37,595	$	20.2	38,350	$	19.2

During the ~~nine~~three months ended ~~September 30,~~March 31, 2024, White Mountains issued 10,405 restricted shares that vest on January 1, 2027. During the three months ended March 31, 2023, White Mountains issued 10,895 restricted shares that vest on January 1, 2026. ~~During the nine months ended September 30, 2022, White Mountains issued 13,225 restricted shares that vest on January 1, 2025.~~ The unamortized issue date fair value as of ~~September 30, 2023~~March 31, 2024 is expected to be recognized ratably over the remaining vesting periods.

Note 13. Noncontrolling Interests

Noncontrolling interests consist of the ownership interests of noncontrolling shareholders in consolidated entities and are presented separately on the balance sheet.

The following table presents the balance of noncontrolling interests included in White Mountains’s total equity and the related percentage of each consolidated entity’s total equity owned by noncontrolling shareholders as of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022:~~2023:


		September 30, 2023				December 31, 2022
$ in Millions	$ in Millions	Noncontrolling Percentage (1)		Noncontrolling Equity		Noncontrolling Percentage (1)		Noncontrolling Equity
$ in Millions
$ in Millions
Noncontrolling interests, excluding BAM	Noncontrolling interests, excluding BAM
Noncontrolling interests, excluding BAM
Noncontrolling interests, excluding BAM
Ark
Ark
Ark										28.0	%	$	334.7	(2)	28.0	%	$	336.9	(2)
HG Global	HG Global	3.1	%	$	(3.3)	3.1	%	$	(.6)
Ark		28.0	%	279.8		28.0	%	247.9

Kudu	Kudu	10.8	%	94.5		10.8	%	75.1

Kudu

Kudu
Bamboo
Bamboo
Bamboo

Other

Other

Other	Other	various		10.0		various		20.4
Total, excluding BAM	Total, excluding BAM			381.0				342.8
Total, excluding BAM
Total, excluding BAM
BAM
BAM
BAM	BAM	100.0	%	(165.9)		100.0	%	(154.7)

Total noncontrolling interests	Total noncontrolling interests			$	215.1			$	188.1

Total noncontrolling interests

Total noncontrolling interests

(1) The noncontrolling percentage represents the basic ownership interests held by noncontrolling shareholders with the exception of HG Global, for which the noncontrolling percentage represents the preferred share ownership held by noncontrolling shareholders.

(2) As of March 31, 2024 and December 31, 2023, Ark’s noncontrolling equity includes $17.9 and $21.0 related to management’s equity incentives.

Note 14. Segment Information

As of ~~September 30, 2023,~~March 31, 2024, White Mountains conducted its operations through ~~three~~four reportable segments: (1) Ark/WM Outrigger, (2) HG Global/BAM, ~~(2) Ark/WM Outrigger,~~(3) Kudu and ~~(3) Kudu,~~(4) Bamboo, with our remaining operating businesses, holding companies and other assets included in Other Operations. White Mountains has made its segment determination based on consideration of the following criteria: (i) the nature of the business activities of each of the Company’s subsidiaries and affiliates; (ii) the manner in which the Company’s subsidiaries and affiliates are organized; (iii) the existence of primary managers responsible for specific subsidiaries and affiliates; and (iv) the organization of information provided to the chief operating decision makers and the Board of Directors. Significant intercompany transactions among White Mountains’s segments have been eliminated herein.

~~During~~As a result of the fourth quarter of 2022, Ark sponsored the formation of Outrigger Re Ltd. to provide reinsurance protection on Ark’s Bermuda global property catastrophe excess of loss portfolio written in calendar year 2023.Bamboo Transaction, White Mountains ~~consolidates its segregated account of Outrigger Re Ltd., WM Outrigger Re,~~began consolidating Bamboo in its financial statements. WM Outrigger Re’s quota share reinsurance agreement with GAIL eliminates in White Mountains’s consolidated financial statements. WM Outrigger Re exclusively provides reinsurance protection to Ark. As a result, WM Outrigger Re was aggregated with Ark within the Ark/WM Outrigger segment starting in 2023.statements as of January 2, 2024. See Note 2 — “Significant ~~Transactions.”~~Transaction”.

As a result of the NSM Transaction, the results of operations for NSM, previously reported as a segment, have been classified as discontinued operations in the statements of operations and comprehensive income through the closing of the transaction. See ~~Note 19 — “Held for Sale and Discontinued Operations.”~~

~~Prior period amounts have been reclassified to conform to the current period’s presentation.~~

The following tables present the financial information for White Mountains’s segments for the three ~~and nine~~ months ended ~~September 30, 2023~~March 31, 2024 and ~~2022:~~2023:


			HG Global/BAM				Ark/WM Outrigger						Other Operations			Total
		Ark/WM Outrigger
Millions	Millions		HG Global		BAM (1)		Ark		WM Outrigger Re		Kudu				Other Operations			Total
Three Months Ended September 30, 2023
Earned insurance premiums			$	6.6	$	1.3	$	438.3	$	60.6	$	—	$	—		$	506.8
Net investment income			4.3		3.8		13.9		3.0		15.1		8.0			48.1
Millions
Millions																			Ark	WM Outrigger Re	HG Global	BAM (2)	Kudu	Bamboo	Total
Three Months Ended March 31, 2024
Earned insurance premiums (1)
Earned insurance premiums (1)
Earned insurance premiums (1)
Net investment income (3)
Net investment income (expense) - BAM Surplus Note interest	Net investment income (expense) - BAM Surplus Note interest		6.6		(6.6)		—		—		—		—			—
Net realized and unrealized investment gains (losses)			(13.6)		(10.5)		(6.6)		—		11.2		8.0			(11.5)
Net realized and unrealized investment gains (losses) (3)
Net realized and unrealized investment gains (losses) from investment in MediaAlpha	Net realized and unrealized investment gains (losses) from investment in MediaAlpha		—		—		—		—		—		(46.8)			(46.8)
Commission revenues			—		—		—		—		—		3.5			3.5
Commission and fee revenues
Other revenues	Other revenues		—		.7		3.6		—		—		15.2			19.5
Total revenues	Total revenues		3.9		(11.3)		449.2		63.6		26.3		(12.1)			519.6
Loss and loss adjustment expenses	Loss and loss adjustment expenses		—		—		258.5		7.3		—		—			265.8
Acquisition expenses	Acquisition expenses		2.0		.1		71.0		19.3		—		—			92.4

Cost of sales	Cost of sales		—		—		—		—		—		8.0			8.0
Cost of sales
Cost of sales
Broker commission expenses
General and administrative expenses	General and administrative expenses		.5		17.0		35.3		.1		4.5		42.2			99.6
Change in fair value of contingent consideration	Change in fair value of contingent consideration		—		—		17.0		—		—		—			17.0
Interest expense	Interest expense		3.8		—		5.5		—		5.5		.9			15.7
Total expenses	Total expenses		6.3		17.1		387.3		26.7		10.0		51.1			498.5
Pre-tax income (loss) from continuing operations			$	(2.4)	$	(28.4)	$	61.9	$	36.9	$	16.3	$	(63.2)		$	21.1
Pre-tax income (loss)

(1) Ark’s earned insurance premiums based on the location of Ark’s underwriting offices in the United Kingdom and Bermuda are $177.4 and $115.1.

(2) BAM manages its affairs on a statutory accounting basis. BAM’s statutory surplus includes the BAM Surplus Notes and is not reduced by accruals of interest expense on the BAM Surplus Notes. BAM’s statutory surplus is reduced only after a payment of principal or interest has been approved by the NYDFS.

HG Global/BAM Ark/WM Outrigger Other Operations
Millions HG Global
BAM (1)
Ark Kudu Total
Three Months Ended September 30, 2022
Earned insurance premiums $ 5.9 $ 1.2 $ 346.1 $ — $ — $ 353.2
Net investment income 2.8 2.9 4.9 14.8 8.5 33.9
Net investment income (expense) - BAM
   Surplus Note interest 2.9 (2.9) — — — —
Net realized and unrealized investment gains (losses) (19.6) (19.2) (14.4) 41.1 (17.3) (29.4)
Net realized and unrealized investment gains
  (losses) from investment in MediaAlpha — — — — (18.6) (18.6)
Commission revenues — — — — 3.2 3.2
Other revenues .1 1.2 6.6 — 33.0 40.9
     Total revenues (7.9) (16.8) 343.2 55.9 8.8 383.2
Losses and loss adjustment expenses — — 213.7 — — 213.7
Acquisition expenses 1.6 .1 74.8 — — 76.5
Cost of sales — — — — 25.0 25.0
General and administrative expenses .6 15.2 24.2 4.5 41.3 85.8
Change in fair value of contingent consideration — — 2.7 — — 2.7
Interest expense 2.0 — 3.7 4.2 .6 10.5
     Total expenses 4.2 15.3 319.1 8.7 66.9 414.2
Pre-tax income (loss) from continuing operations $ (12.1) $ (32.1) $ 24.1 $ 47.2 $ (58.1) $ (31.0)
(3) Bamboo’s net investment income and net realized and unrealized investment gains (losses) are included in other revenues in the consolidated statement of operations.


	Ark/WM Outrigger				HG Global/BAM						Other Operations
Millions	Ark		WM Outrigger Re		HG Global		BAM (2)		Kudu				Total
Three Months Ended March 31, 2023
Earned insurance premiums (1)	$	249.9	$	5.2	$	6.4	$	1.3	$	—	$	—	$	262.8
Net investment income	8.4		2.2		4.0		3.2		14.2		7.0		39.0
Net investment income (expense) - BAM Surplus Note interest	—		—		6.6		(6.6)		—		—		—
Net realized and unrealized investment gains (losses)	24.5		—		7.9		9.1		29.6		41.8		112.9
Net realized and unrealized investment gains (losses) from investment in MediaAlpha	—		—		—		—		—		85.2		85.2
Commission and fee revenues	—		—		—		—		—		3.3		3.3
Other revenues	(2.7)		—		—		.8		—		30.6		28.7
Total revenues	280.1		7.4		24.9		7.8		43.8		167.9		531.9
Loss and loss adjustment expenses	147.6		.2		—		—		—		—		147.8
Acquisition expenses	58.9		.9		1.8		.9		—		—		62.5
Cost of sales	—		—		—		—		—		13.9		13.9
General and administrative expenses	35.1		.1		1.1		16.2		3.8		39.7		96.0
Change in fair value of contingent consideration	(2.4)		—		—		—		—		—		(2.4)
Interest expense	5.0		—		4.5		—		4.7		.8		15.0
Total expenses	244.2		1.2		7.4		17.1		8.5		54.4		332.8
Pre-tax income (loss)	$	35.9	$	6.2	$	17.5	$	(9.3)	$	35.3	$	113.5	$	199.1

(1) Ark’s earned insurance premiums based on the location of Ark’s underwriting offices in the United Kingdom and Bermuda are $146.0 and $104.0.

HG Global/BAM Ark/WM Outrigger Other Operations
Millions HG Global
BAM (1)
Ark WM Outrigger Re
Kudu
Total
Nine Months Ended September 30, 2023
Earned insurance premiums $ 19.4 $ 3.9 $ 971.9 $ 75.4 $ — $ — $ 1,070.6
Net investment income 12.4 10.5 33.5 7.7 44.0 22.0 130.1
Net investment income (expense) -
  BAM Surplus Note interest 19.7 (19.7) — — — — —
Net realized and unrealized investment
   gains (losses) (11.4) (5.6) 35.9 — 45.4 125.8 190.1
Net realized and unrealized investment gains
   (losses) from investment in MediaAlpha — — — — — (38.9) (38.9)
Commission revenues — — — — — 10.0 10.0
Other revenues — 2.0 (1.1) — — 67.1 68.0
     Total revenues 40.1 (8.9) 1,040.2 83.1 89.4 186.0 1,429.9
Loss and loss adjustment expenses — — 573.2 7.9 — — 581.1
Acquisition expenses 5.6 .7 189.3 22.2 — — 217.8
Cost of sales — — — — — 33.5 33.5
General and administrative expenses 1.9 47.8 105.3 .2 12.3 130.7 298.2
Change in fair value of contingent consideration — — 16.8 — — — 16.8
Interest expense 10.8 — 15.7 — 15.5 2.9 44.9
     Total expenses 18.3 48.5 900.3 30.3 27.8 167.1 1,192.3
Pre-tax income (loss) from continuing
     operations $ 21.8 $ (57.4) $ 139.9 $ 52.8 $ 61.6 $ 18.9 $ 237.6

~~(1)~~ BAM manages its affairs on a statutory accounting basis. BAM’s statutory surplus includes the BAM Surplus Notes and is not reduced by accruals of interest expense on the BAM Surplus Notes. BAM’s statutory surplus is reduced only after a payment of principal or interest has been approved by the NYDFS.

HG Global/BAM Ark/WM Outrigger Other Operations
Millions HG Global
BAM (1)
Ark
Kudu
Total
Nine Months Ended September 30, 2022
Earned insurance premiums $ 21.5 $ 4.5 $ 757.8 $ — $ — $ 783.8
Net investment income 7.1 8.0 9.7 41.2 13.6 79.6
Net investment income (expense) -
   BAM Surplus Note interest 8.8 (8.8) — — — —
Net realized and unrealized investment
   gains (losses) (57.8) (56.2) (76.5) 45.8 2.8 (141.9)
Net realized and unrealized investment gains
   (losses) from investment in MediaAlpha — — — — (113.3) (113.3)
Commission revenues — — — — 8.7 8.7
Other revenues .3 3.4 10.1 — 89.6 103.4
     Total revenues (20.1) (49.1) 701.1 87.0 1.4 720.3
Losses and loss adjustment expenses — — 456.2 — — 456.2
Acquisition expenses 7.6 1.9 174.9 — — 184.4
Cost of sales — — — — 68.8 68.8
General and administrative expenses 2.1 47.4 74.9 10.4 122.1 256.9
Change in fair value of contingent consideration — — 4.9 — — 4.9
Interest expense 5.4 — 10.6 10.3 1.2 27.5
     Total expenses 15.1 49.3 721.5 20.7 192.1 998.7
Pre-tax income (loss) from continuing operations $ (35.2) $ (98.4) $ (20.4) $ 66.3 $ (190.7) $ (278.4)

Note 15. Variable Interest Entities

~~BAM~~

~~BAM~~Under GAAP, White Mountains is ~~owned by and operated for~~required to consolidate any entity in which it holds a controlling financial interest. A controlling financial interest is usually in the ~~benefit~~form of ~~its members,~~an investment representing the ~~municipalities~~majority of the subsidiary’s voting interests. However, a controlling financial interest may also arise from a financial interest in a VIE through arrangements that ~~purchase BAM’s insurance for their debt issuances. However, the~~do not involve ownership of voting interests. A VIE is a legal entity that (i) does not have sufficient equity at risk ~~funded by BAM’s members is not sufficient~~ to ~~fund~~finance its ~~operations~~activities without ~~the~~ additional financial ~~support provided by~~support; (ii) is structured such that equity investors, as a group, lack the ~~BAM Surplus Notes and, accordingly, White Mountains has determined~~power, through voting or similar rights, to direct the activities that ~~BAM~~most significantly impact the entity’s economic performance; (iii) is ~~a VIE.~~

~~Pursuant~~structured such that the equity investors lack the obligation to ~~the FLRT, BAM’s underwriting guidelines may only be amended with the consent~~absorb losses of, ~~HG Re. In addition, HG Holdings Ltd, a subsidiary of HG Global, has~~or the right to ~~designate two directors for election~~receive returns from, the entity; or (iv) is structured with non-substantive voting rights. White Mountains determines whether an entity is a VIE at the inception of its variable interest in the entity and upon the occurrence of certain reconsideration events.

White Mountains consolidates a VIE if it determines that it is the primary beneficiary. The primary beneficiary is defined as the entity that holds a variable interest that gives it both the power to ~~BAM’s Board~~direct the VIE’s activities that most significantly impact its economic performance and the obligation to absorb losses of, ~~Directors. As~~or the right to receive returns from, the VIE that could potentially be significant to the VIE. The identification of the primary beneficiary of a ~~result, we have determined~~VIE may require significant assumptions and judgment. When White Mountains determines it has a variable interest in a VIE, it determines whether it is the primary beneficiary of that VIE by performing an analysis that principally considers: (i) the VIE’s purpose and design, including the risks the VIE was designed to create and pass through to its variable interest holders; (ii) the VIE’s capital structure; (iii) the identification of the activities that most significantly impact the VIE’s economic performance; (iv) the governance provisions and other contractual arrangements between the VIE and its variable interest holders and other parties involved with the VIE; and (v) related party relationships. At inception of its variable interest in the VIE as well as on an ongoing basis, White Mountains performs qualitative assessments of its VIEs to determine whether White Mountains is the primary beneficiary ~~and is required to consolidate BAM’s results in its financial statements. Since BAM is owned by its members, its equity and results~~ of ~~operations are included in noncontrolling interests.~~

~~HG Re’s obligations under the FLRT are subject to an aggregate limit equal to the assets in the Collateral Trusts at any point in time.~~a VIE.

WM Outrigger Re

White Mountains has determined that Outrigger Re Ltd. and WM Outrigger Re are VIEs. White Mountains is not the primary beneficiary of Outrigger Re Ltd. or the other segregated accounts. White Mountains is the primary beneficiary of WM Outrigger Re, as it has both the power to direct the activities that most significantly impact WM Outrigger Re’s economic performance and the obligation to absorb losses, or the right to receive returns, that could potentially be significant to WM Outrigger Re. As a result, White Mountains consolidates WM Outrigger Re’s results in its financial statements. The assets of WM Outrigger Re can only be used to settle the liabilities of WM Outrigger Re, and there is no recourse to the Company for any creditors of WM Outrigger Re.

BAM

BAM is the first and only mutual municipal bond insurance company in the United States. HG Global, together with its subsidiaries, funded the initial capitalization of BAM through the purchase of $503.0 million of BAM Surplus Notes and, through its reinsurance subsidiary HG Re, provides up to 15%-of-par, first loss reinsurance protection for policies underwritten by BAM. As a mutual insurance company, BAM is owned by and operated for the benefit of its members, the municipalities whose debt issuances are insured by BAM. As of March 31, 2024, BAM’s members have contributed equity capital at risk through MSC of $556.5 million. However, the BAM Surplus Notes remain a significant portion of BAM’s statutory capital. Accordingly, White Mountains has determined that BAM is a VIE.

BAM’s underwriting process was determined to be the activity that most significantly impacts BAM’s economic performance. BAM’s underwriting guidelines define the types of credits that BAM may insure. Pursuant to the FLRT, BAM’s underwriting guidelines may only be amended with the consent of HG Re. As a result, White Mountains concluded it has the power to direct BAM’s activities that most significantly impact BAM’s economic performance and it is the primary beneficiary. Accordingly, White Mountains is required to consolidate BAM’s results in its financial statements. Since BAM is owned by its members, its equity and results of operations are included in noncontrolling interests.

BAM’s assets can be used only to settle BAM’s obligations, and general creditors of BAM have no recourse to the Company or HG Global. HG Re’s obligations to BAM under the FLRT are subject to an aggregate limit equal to the assets in the Collateral Trusts at any point in time.

PassportCard/DavidShield

As of ~~September 30, 2023,~~March 31, 2024, White Mountains’s ownership interest in PassportCard/DavidShield was 53.8%. White Mountains has determined that both PassportCard and DavidShield are VIEs but that White Mountains is not the primary beneficiary and therefore does not consolidate either PassportCard or DavidShield. The governance structures for both PassportCard and DavidShield were designed to give White Mountains and its co-investor equal power to make the decisions that most significantly impact operations. White Mountains does not have the unilateral power to direct the operations of PassportCard or DavidShield and does not hold a controlling financial interest. White Mountains’s ownership interest gives White Mountains the ability to exert significant influence over the significant financial and operating activities of PassportCard/DavidShield. Accordingly, White Mountains’s investment in PassportCard/DavidShield meets the criteria to be accounted for under the equity method. White Mountains has taken the fair value option for its investment in PassportCard/DavidShield. Changes in the fair value of PassportCard/DavidShield are recorded in net realized and unrealized investment gains (losses). As of ~~September 30, 2023,~~March 31, 2024, White Mountains’s maximum exposure to loss on its equity investment in PassportCard/DavidShield and the non-interest-bearing loan to its partner is the total carrying value of ~~$159.4~~$159.5 million.

Elementum

As of ~~September 30, 2023,~~March 31, 2024, White Mountains’s ownership interest in Elementum was 26.6%. White Mountains has determined that Elementum is a VIE but that White Mountains is not the primary beneficiary and therefore does not consolidate Elementum. White Mountains’s ownership interest gives White Mountains the ability to exert significant influence over the significant financial and operating activities of Elementum. Accordingly, Elementum meets the criteria to be accounted for under the equity method. White Mountains has taken the fair value option for its investment in Elementum. Changes in the fair value of Elementum are recorded in net realized and unrealized investment gains (losses). As of ~~September 30, 2023,~~March 31, 2024, White Mountains’s maximum exposure to loss on its limited partnership interest in Elementum is the carrying value of $35.0 million.

Limited Partnerships

White Mountains’s investments in limited partnerships are generally considered VIEs because the limited partnership interests do not have substantive kick-out rights or participating rights. White Mountains does not have the unilateral power to direct the operations of these limited partnerships, and therefore White Mountains is not the primary beneficiary and does not consolidate the limited partnerships. White Mountains has taken the fair value option for its investments in limited partnerships, which are generally measured at NAV as a practical expedient. As of ~~September 30, 2023,~~March 31, 2024, White Mountains’s maximum exposure to loss on its investments in limited partnerships is the carrying value of ~~$239.2~~$255.2 million.

Note 16. Equity Method Eligible Investments

White Mountains’s equity method eligible investments include Kudu’s Participation Contracts, White Mountains’s investment in MediaAlpha, PassportCard/DavidShield, Elementum Holdings, L.P. and certain other unconsolidated entities, private equity funds and hedge funds in which White Mountains has the ability to exert significant influence over the investee’s operating and financial policies.

The following table presents the ownership interests and carrying values of White Mountains’s equity method eligible investments as of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022:~~2023:


			September 30, 2023			December 31, 2022
		March 31, 2024										March 31, 2024			December 31, 2023
$ in Millions	$ in Millions		Ownership Interest (1)	Carrying Value		Ownership Interest (1)	Carrying Value		$ in Millions	Ownership Interest	Carrying Value		Ownership Interest	Carrying Value
Kudu’s Participation Contracts			4.1% - 30.0%	$	775.3	4.1% - 30.0%	$	695.9
Kudu’s Participation Contracts (1)
Investment in MediaAlpha	Investment in MediaAlpha		35.3%	188.8		27.1%	168.6
PassportCard/DavidShield	PassportCard/DavidShield		53.8%	150.0		53.8%	135.0
Elementum Holdings, L.P.	Elementum Holdings, L.P.		26.6%	35.0		29.7%	30.0
Other equity method eligible investments, at fair value	Other equity method eligible investments, at fair value		Under 50.0%	279.0		Under 50.0%	84.4
Other equity method eligible investments, at fair value	Other equity method eligible investments, at fair value		50.0% and over	25.2		50.0% and over	—

(1) Ownership interest generally references basic ownership interest with the exception of Kudu’s Participation Contracts, which are noncontrolling equity interests in the form of revenue and earnings participation contracts.

For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2024 and 2023, White Mountains received dividend and income distributions from equity method eligible investments of ~~$13.2~~$15.9 million and ~~$42.1~~$7.7 million, which were recorded within net investment income in the consolidated statements of operations. ~~For the three and nine months ended September 30, 2022, White Mountains received dividend and income distributions from equity method eligible investments of $16.1 million and $42.9 million.~~

4342

Note 17. Fair Value of Financial Instruments

White Mountains records its financial instruments at fair value with the exception of debt obligations, which are recorded as debt at face value less unamortized original issue discount. See Note 7 — “Debt.”

The following table presents the fair value and carrying value of these financial instruments as of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022:~~2023:


		September 30, 2023				December 31, 2022					March 31, 2024		December 31, 2023
Millions	Millions	Fair Value		Carrying Value		Fair Value		Carrying Value		Millions	Fair Value	Carrying Value		Fair Value	Carrying Value
HG Global Senior Notes		$	157.6	$	146.8	$	155.7	$	146.5
Ark 2007 Subordinated Notes	Ark 2007 Subordinated Notes	$	29.1	$	30.0	$	28.4	$	30.0
Ark 2021 Subordinated Notes	Ark 2021 Subordinated Notes	$	164.5	$	154.6	$	163.1	$	153.7
HG Global Senior Notes
Kudu Credit Facility	Kudu Credit Facility	$	223.0	$	203.7	$	223.9	$	208.3
Other Operations debt	Other Operations debt	$	31.1	$	29.6	$	38.2	$	36.7

The fair value estimates for the HG Global Senior Notes, Ark 2007 Subordinated Notes, Ark 2021 Subordinated Notes, Kudu Credit Facility and Other Operations debt have been determined based on a discounted cash flow approach and are considered to be Level 3 measurements.

For the fair value level measurements associated with White Mountains’s investment securities see Note 3 — “Investment Securities.” For the fair value level measurements associated with White Mountains’s derivative instruments see Note 9 — “Derivatives.”

Note 18. Commitments and Contingencies

Legal Contingencies

White Mountains, and the insurance industry in general, is routinely subject to claims related litigation and arbitration in the normal course of business, as well as litigation and arbitration that do not arise from, nor are directly related to, claims activity. White Mountains’s estimates of the costs of settling matters routinely encountered in claims activity are reflected in the reserves for unpaid loss and LAE. See Note 5 — ~~“Losses~~“Loss and Loss Adjustment Expense Reserves.”

White Mountains considers the requirements of ASC 450 when evaluating its exposure to non-claims related litigation and arbitration. ASC 450 requires that accruals be established for litigation and arbitration if it is probable that a loss has been incurred and it can be reasonably estimated. ASC 450 also requires that litigation and arbitration be disclosed if it is probable that a loss has been incurred or if there is a reasonable possibility that a loss may have been incurred. White Mountains does not have any current non-claims related litigation that may have a material adverse effect on White Mountains’s financial condition, results of operations or cash flows.

~~Note 19. 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.

~~Net Income (Loss) from Discontinued Operations~~

The following table summarizes the results of operations, including related income taxes associated with the businesses classified as discontinued operations for the three and nine months ended September 30, 2022:

Millions
Three Months Ended September 30, 2022 (1)
Nine Months Ended September 30, 2022 (1)
Revenues
Commission revenues $ 26.6 $ 176.9
Other revenues 7.0 48.1
Total revenues 33.6 225.0
Expenses
General and administrative expenses 15.7 126.8
Broker commission expenses 8.2 52.9
Change in fair value of contingent consideration — .1
Amortization of other intangible assets — 9.1
Interest expense 1.6 12.1
Total expenses 25.5 201.0
Pre-tax income (loss) from discontinued operations 8.1 24.0
Income tax (expense) benefit (1.8) (7.6)
Net income (loss) from discontinued operations, net of tax - NSM Group 6.3 16.4
Net gain (loss) from sale of discontinued operations, net of tax - NSM Group 886.8 886.8
Total income (loss) from discontinued operations, net of tax 893.1 903.2
Net (income) loss from discontinued operations attributable to noncontrolling
   interests (.2) (.8)
Total income (loss) from discontinued operations attributable to White
   Mountains’s common shareholders 892.9 902.4
Other comprehensive income (loss) from discontinued operations, net of tax -
   NSM Group .7 (5.2)
Net gain (loss) from foreign currency translation from sale of discontinued
   operations, net of tax - NSM Group 2.9 2.9
Comprehensive income (loss) from discontinued operations 896.5 900.1
Other comprehensive (income) loss from discontinued operations attributable to
   noncontrolling interests (.1) .2
Comprehensive income (loss) from discontinued operations attributable to
   White Mountains’s common shareholders $ 896.4 $ 900.3

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

~~Net Change in Cash from Discontinued Operations~~

~~The following table summarizes the net change in cash associated with the businesses classified as discontinued operations for the six months ended September 30, 2022:~~

~~Millions~~

~~Nine Months Ended September 30, 2022~~

~~Net cash provided from (used for) operations~~

~~38.7~~

~~Net cash provided from (used for) investing activities~~

~~7.1~~

~~Net cash used from (used for) financing activities~~

~~(17.5)~~

~~Effect of exchange rate changes on cash~~

~~4.0~~

~~Net change in cash during the period~~

~~32.3~~

~~Cash balances at beginning of period (includes restricted cash of $89.2)~~

~~111.6~~

~~Cash sold as part of the sale of NSM Group~~

~~(143.9)~~

~~Cash balances at end of period~~

—

~~Supplemental cash flows information:~~

~~Interest paid~~

~~(12.0)~~

~~Net income tax payments~~

—

4543

~~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 three and nine months ended September 30, 2022:

Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022
Basic and diluted earnings per share numerators (in millions):
Net income (loss) attributable to White Mountains’s common shareholders $ 888.2 $ 752.4
Less: net income (loss) from continuing operations (23.6) (252.3)
Less: net (income) loss from continuing operations attributable to noncontrolling
interests 18.8 102.2
Total income (loss) from discontinued operations attributable to White Mountains’s
common shareholders (1)
893.0 902.5
Allocation of earnings to participating restricted common shares (2)
(11.8) (10.8)
Basic and diluted earnings per share numerators (3)
$ 881.2 $ 891.7
Basic earnings per share denominators (in thousands):
Total average common shares outstanding during the period 2,893.8 2,959.3
Average unvested restricted common shares (4)
(38.3) (35.5)
Basic earnings per share denominator 2,855.5 2,923.8
Diluted earnings per share denominator (in thousands):
Total average common shares outstanding during the period 2,893.8 2,959.3
Average unvested restricted common shares (4)
(38.3) (35.5)
Diluted earnings per share denominator 2,855.5 2,923.8
Basic and diluted earnings (losses) per share (in dollars) - discontinued operations $ 308.59 $ 304.97

~~(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 and net (income) loss from discontinued operations attributable to non-controlling interests.

~~(2)~~ ~~Restricted shares issued by White Mountains receive dividends, and therefore, are considered participating securities.~~

~~(3)~~ ~~Net earnings attributable to White Mountains’s common shareholders, net of restricted share amounts, is equal to undistributed earnings for the three and nine months ended September 30, 2022.~~

~~(4)~~ ~~Restricted shares outstanding vest upon a stated date. See~~ ~~Note 12 — “Employee Share-Based Incentive Compensation Plans.”~~

~~Note 20. Subsequent Events~~

~~Agreement to Acquire Bamboo~~

On October 19, 2023, White Mountains entered into an agreement and plan of merger (the “Bamboo Merger Agreement”) with Bamboo IDE8 Insurance Services, LLC (“Bamboo”) and John Chu, as the unitholders’ representative. Bamboo is a capital-light, tech- and data-enabled insurance distribution platform providing insurance offerings to the residential property market in California. Bamboo operates primarily through its full-service MGA business, where the company manages all aspects of the placement process on behalf of its fronting and reinsurance partners, including product development, marketing, underwriting, policy issuance and claims oversight, and earns commissions based on the volume and profitability of the insurance that it places.

Immediately following the merger, White Mountains will make a primary investment in Bamboo (together with the merger and the rollover transactions described below, the “Bamboo Transaction”). As a result of the Bamboo Transaction, White Mountains expects to acquire approximately 70% of the issued and outstanding equity interests of Bamboo for approximately $285 million in cash. The precise size of White Mountains’s ownership interest and equity investment will vary based on rollover elections by certain unitholders prior to closing.

The Bamboo Transaction is expected to close in the first quarter of 2024. Completion of the Bamboo Transaction is subject to receipt of certain regulatory approvals and other customary closing conditions. The Bamboo Transaction is not subject to a financing condition.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion contains “forward-looking statements.” White Mountains intends statements that are not historical in nature, which are hereby identified as forward-looking statements, to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. White Mountains cannot promise that its expectations in such forward-looking statements will turn out to be correct. White Mountains’s actual results could be materially different from and worse than its expectations. See “FORWARD-LOOKING STATEMENTS” on page 7672 for specific important factors that could cause actual results to differ materially from those contained in forward-looking statements.

The following discussion also includes ~~five~~nine non-GAAP financial measures: (i) adjusted book value per share, (ii) Kudu’s earnings before interest, taxes, depreciation and amortization (“EBITDA”), (iii) Kudu’s adjusted EBITDA, (iv) Bamboo’s MGA net income (loss), (v) Bamboo’s MGA pre-tax income (loss), (vi) Bamboo’s MGA EBITDA, (vii) Bamboo’s MGA adjusted EBITDA, (viii) total consolidated portfolio returns excluding MediaAlpha and ~~(v)~~(ix) adjusted capital, that have been reconciled from their most comparable GAAP financial measures on page 7470. White Mountains believes these measures to be useful in evaluating White Mountains’s financial performance and condition.

RESULTS OF OPERATIONS FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER 30,~~MARCH 31, 2024 and 2023 ~~AND 2022~~

Overview

White Mountains reported book value per share of ~~$1,542~~$1,742 and adjusted book value per share of ~~$1,588~~$1,797 as of ~~September 30, 2023.~~March 31, 2024. Book value per share and adjusted book value per share ~~both~~ increased ~~1% in the third quarter of 2023~~5% and ~~increased~~ 6% in the first ~~nine months~~quarter of ~~2023,~~2024, including dividends. The increases in book value per share and adjusted book value per share in the third quarter of 2023 were driven primarily by solid results at the operating companies and positive returns from other long-term investments, partially offset by the impact of mark-to-market losses from the decline in MediaAlpha’s share price. The increases in book value per share and adjusted book value per share in the first ~~nine months~~quarter of ~~2023~~2024 were driven primarily by ~~good results at the~~our position in MediaAlpha as well as solid operating ~~companies~~ and ~~positive returns across the investments portfolio excluding MediaAlpha, partially offset by the impact~~investment results. As of ~~mark-to-market losses from the decline in MediaAlpha’s share price.~~March 31, 2024, White Mountains’s undeployed capital was approximately $600 million.

White Mountains reported book value per share of ~~$1,439~~$1,522 and adjusted book value per share of ~~$1,471~~$1,567 as of ~~September 30, 2022.~~March 31, 2023. Book value per share and adjusted book value per share both increased ~~28%~~5% in the ~~third~~first quarter of ~~2022. For the first nine months of 2022, book value per share increased 23% and adjusted book value per share increased 24%,~~2023, including dividends. The increases in book value per share and adjusted book value per share were driven primarily by ~~the net gain from the sale of NSM of approximately $300 per share (based on 2.9 million shares outstanding at August 1, 2022). In addition, the growth in White Mountains’s book value per share~~investment returns, including MediaAlpha, and ~~adjusted book value per share reflected good~~solid operating results at the operating ~~companies, partially offset by negative returns from the fixed income portfolio and the impact of mark-to-market losses from the decline in MediaAlpha’s share price.~~companies.

On October 20, 2023, White Mountains announced that it entered into an agreement to acquire a majority stake in Bamboo Ide8 Insurance Services, LLC (“Bamboo”), an MGA focused on the California homeowners insurance market. White Mountains expects to invest approximately $285 million, including primary capital to support Bamboo’s growth, and to acquire approximately 70% of Bamboo basic shares outstanding. The ~~precise size of White Mountains’s ownership interest and equity investment will vary based on rollover elections by certain unitholders prior to closing. The transaction is expected to close~~Ark/WM Outrigger segment’s combined ratio was 91% in the first quarter of ~~2024. Including~~2024 compared to 92% in the ~~Bamboo acquisition,~~first quarter of 2023. Ark/WM Outrigger reported gross written premiums of $872 million, net written premiums of $598 million and net earned premiums of $303 million in the first quarter of 2024 compared to gross written premiums of $809 million, net written premiums of $614 million and net earned premiums of $255 million in the first quarter of 2023. Ark/WM Outrigger reported pre-tax income of $43 million in the first quarter of 2024 compared to $42 million in the first quarter of 2023.

Ark’s combined ratio was 94% in both the first quarter of 2024 and 2023. Ark’s combined ratio in the first quarter of 2024 included slight net favorable prior year development compared to three points of net unfavorable prior year development in the first quarter of 2023, primarily due to Winter Storm Elliott. Ark’s combined ratio in the first quarter of 2024 and 2023 both included minimal catastrophe losses. Non-catastrophe losses in the first quarter of 2024 included $15 million on a net basis related to the collapse of the Francis Scott Key Bridge in Baltimoreand $16 million on a net basis related to a satellite loss. Ark reported gross written premiums of $872 million, net written premiums of $564 million and net earned premiums of $293 million in the first quarter of 2024 compared to gross written premiums of $809 million, net written premiums of $570 million and net earned premiums of $250 million in the first quarter of 2023. Ark reported pre-tax income of $33 million in the first quarter of 2024 compared to $36 million in the first quarter of 2023. Ark’s results included net realized and unrealized investment gains of $11 million in the first quarter of 2024 compared to $25 million in the first quarter of 2023.

WM Outrigger Re’s combined ratio was 32% in the first quarter of 2024 compared to 21% in the first quarter of 2023. Catastrophe losses were minimal in both periods. In the first quarter of 2024, WM Outrigger Re’s combined ratio was 26% for underwriting year 2024 and 42% for underwriting year 2023. WM Outrigger Re reported gross and net written premiums of $34 million and net earned premiums of $10 million in the first quarter of 2024 compared to gross and net written premiums of $44 million and net earned premiums of $5 million in the first quarter of 2023. Gross and net written premiums decreased due to White Mountains’s ~~undeployed~~lower capital ~~is roughly $400~~commitment to WM Outrigger Re in 2024. WM Outrigger Re reported pre-tax income of $10 million asin the first quarter of ~~September 30,~~2024, of which $7 million was attributable to the 2024 underwriting year and $3 million to the 2023 underwriting year, compared to $6 million in the first quarter of 2023.

On October 25, 2023 White Mountains announced the launch of White Mountains Partners (“WM Partners”), which will invest in non-insurance sectors including essential services, light industrial, and specialty consumer. White Mountains expects to deploy $500 million of equity capital through WM Partners over time.

HG Global/BAM reported gross written premiums and MSC collected of ~~$36 million and $84~~$22 million in the ~~third~~first quarter ~~and first nine months~~ of ~~2023~~2024 compared to ~~$46 million and $109~~$21 million in the ~~third~~first quarter ~~and first nine months~~ of ~~2022.~~2023. Total pricing was ~~87 and 80~~61 basis points in the ~~third~~first quarter ~~and first nine months~~ of ~~2023~~2024 compared to ~~110 and 81~~73 basis points in the ~~third~~first quarter ~~and first nine months~~ of ~~2022.~~2023. BAM insured municipal bonds with par value of ~~$4.2 billion and $10.5~~$3.6 billion in the ~~third~~first quarter ~~and first nine months~~ of ~~2023~~2024 compared to ~~$4.1 billion and $13.5~~$2.9 billion in the ~~third~~first quarter ~~and first nine months~~ of ~~2022.~~2023. BAM’s total claims paying resources were ~~$1,474~~$1,508 million as of ~~September 30, 2023~~March 31, 2024 compared to ~~$1,423~~$1,501 million as of December 31, ~~2022~~2023 and ~~$1,260~~$1,433 million as of ~~September 30, 2022.~~

The Ark/WM Outrigger segment’s combined ratio was 77% and 83% in the third quarter and first nine months of 2023. Ark/WM Outrigger reported gross written premiums of $251 million and $1,667 million, net written premiums of $231 million and $1,306 million and net earned premiums of $499 million and $1,047 million in the third quarter and first nine months of 2023. Ark/WM Outrigger reported pre-tax income of $99 million and $193 million in the third quarter and first nine months ofMarch 31, 2023.

Ark’s combined ratio was 81% and 87% in the third quarter and first nine months of 2023 compared to 87% and 90% in the third quarter and first nine months of 2022. Ark’s combined ratio in the third quarter of 2023 included 11 points of catastrophe losses, which included losses from Hurricane Idalia, the Maui wildfires and various smaller events, compared to 21 points of catastrophe losses in the third quarter of 2022, driven primarily by losses from Hurricane Ian. Ark’s combined ratio in the first nine months of 2023 included seven points of catastrophe losses, which included losses from Hurricane Idalia, the Maui wildfires and various smaller events, compared to 17 points of catastrophe losses in the first nine months of 2022, driven primarily by losses from Hurricane Ian and the conflict in Ukraine. Ark’s combined ratio in the third quarter and first nine months of 2023 included less than one point of net favorable prior year development and two points of net unfavorable prior year development compared to three points and five points of net favorable prior year development in the third quarter and first nine months of 2022. Ark reported gross written premiums of $251 million and $1,667 million, net written premiums of $225 million and $1,198 million and net earned premiums of $438 million and $972 million in the third quarter and first nine months of 2023 compared to gross written premiums of $216 million and $1,253 million, net written premiums of $193 million and $1,007 million and net earned premiums of $346 million and $758 million in the third quarter and first nine months of 2022. Ark reported pre-tax income (loss) of $62 million and $140 million in the third quarter and first nine months of 2023 compared to $24 million and $(20) million in the third quarter and first nine months of 2022. Ark’s results included net realized and unrealized investment gains (losses) of $(7) million and $36 million in the third quarter and first nine months of 2023 compared to $(14) million and $(77) million in the third quarter and first nine months of 2022.

WM Outrigger Re’s combined ratio was 44% and 40% in the third quarter and first nine months of 2023. WM Outrigger Re reported gross and net written premiums of $6 million and $108 million and net earned premiums of $61 million and $75 million in the third quarter and first nine months of 2023. WM Outrigger Re reported pre-tax income of $37 million and $53 million in the third quarter and first nine months of 2023.

Kudu reported total revenues of ~~$26~~$11 million, pre-tax income of ~~$16~~$2 million and adjusted EBITDA of ~~$12~~$14 million in the ~~third~~first quarter of ~~2023~~2024 compared to total revenues of ~~$56~~$44 million, pre-tax income of ~~$47~~$35 million and adjusted EBITDA of ~~$12~~$11 million in the ~~third~~first quarter of ~~2022.~~2023. Kudu’s revenues, pre-tax income and adjusted EBITDA included $15 million of net investment income in both the third quarter of 2023 and 2022. Kudu’s revenues and pre-tax income also included $11 million of net realized and unrealized investment gains in the third quarter of 2023 compared to $41 million in the third quarter of 2022. Kudu reported total revenues of $89 million, pre-tax income of $62 million and adjusted EBITDA of $34 million in the first nine months of 2023 compared to total revenues of $87 million, pre-tax income of $66 million and adjusted EBITDA of $33 million in the first nine months of 2022. Kudu’s revenues, pre-tax income and adjusted EBITDA included $44$17 million of net investment income in the first ~~nine months~~quarter of ~~2023~~2024 compared to ~~$41~~$14 million in the first ~~nine months~~quarter of ~~2022.~~2023. Kudu’s revenues and pre-tax income in the first ~~nine months~~quarter of ~~2023~~2024 also included ~~$45~~$(7) million of net realized and unrealized gains (losses) compared to ~~$46~~$30 million in the first ~~nine months~~quarter of ~~2022.~~2023.

On January 2, 2024, White Mountains closed its transaction with Bamboo. Bamboo reported commission and fee revenues of $22 million and pre-tax income of $1 million for the first quarter of 2024. Commission and fee revenues were more than triple Bamboo’s commission and fee revenues for the first quarter of 2023 (prior to White Mountains’s ownership of Bamboo), driven primarily by higher managed premiums. Bamboo reported MGA pre-tax income of $2 million and MGA adjusted EBITDA of $6 million for the first quarter of 2024. Managed premiums, which represents the total premium placed by Bamboo, were $90 million for the first quarter of 2024 compared to $28 million for the first quarter of 2023 (prior to White Mountains’s ownership of Bamboo). The increase in managed premiums was driven primarily by growth in new business volumes and a growing renewal book.

In April 2024, White Mountains committed up to $30 million in a Bermuda special purpose reinsurance vehicle that will participate in Bamboo’s 2024 treaty year quota share reinsurance program alongside third-party reinsurers.

As of ~~September 30, 2023,~~March 31, 2024, White Mountains owned 22.9 million shares of MediaAlpha, representing a 35% basic ownership interest ~~(33%~~(32% on a fully-diluted/fully-converted basis). ~~As of September 30, 2023,~~At March 28, 2024, MediaAlpha’s closing price was ~~$8.26~~$20.37 per share, which ~~decreased~~increased from ~~$10.31~~$11.15 per share as of ~~June 30,~~December 31, 2023. The carrying value of White Mountains’s investment in MediaAlpha was ~~$189~~$466 million as of ~~September 30, 2023,~~March 31, 2024, which ~~decreased~~increased from ~~$236~~$255 million as of ~~June 30,~~December 31, 2023. At White Mountains’s ~~current~~March 31, 2024 level of ownership, each $1.00 per share increase or decrease in the share price of MediaAlpha will result in an approximate $9.00 per share increase or decrease in White Mountains’s book value per share and adjusted book value per share.

White Mountains’s total consolidated portfolio return on invested assets was ~~-0.2%~~4.6% in the ~~third~~first quarter of ~~2023,~~2024, which included ~~$47~~$211 million of unrealized investment ~~losses~~gains from White Mountains’s investment in MediaAlpha. Excluding MediaAlpha, the total consolidated portfolio return on invested assets was ~~0.6%~~1.2% in the ~~third~~first quarter of ~~2023,~~2024, driven primarily by net investment income from the fixed income and other long-term investments portfolios and net unrealized investment gains ~~and net investment income~~ from ~~other long-term investments,~~common equity securities, partially offset by net realized and unrealized investment losses ~~on common equity securities.~~in the fixed income portfolio due to an increase in interest rates. White Mountains’s total consolidated portfolio return on invested assets was ~~0.4%~~4.5% in the ~~third~~first quarter of ~~2022,~~2023, which included ~~$19~~$85 million of unrealized investment ~~losses~~gains from White Mountains’s investment in MediaAlpha. Excluding MediaAlpha, the total consolidated portfolio return on invested assets was ~~0.5%~~3.0% in the ~~third~~first quarter of ~~2022,~~2023, driven primarily by net unrealized investment gains ~~and net investment income~~ from other long-term investments ~~partially offset by~~and common equity securities, as well as net unrealized investment ~~losses~~gains in the fixed income portfolio due to ~~rising~~a decline in interest rates.

During the first quarter of 2024, White Mountains repurchased and retired 5,269 of its common shares for $8 million at an average share price of $1,505.01, or 86% of White Mountains’s ~~total consolidated portfolio return on invested assets was 5.3% in the first nine months~~March 31, 2024 book value per share and 84% of ~~2023, which included $39 million of unrealized investment losses from~~ White Mountains’s investment in MediaAlpha. Excluding MediaAlpha, the total consolidated portfolio return on invested assets was 6.3% in the first nine months of 2023, driven primarily by net realized and unrealized investment gains and net investment income from other long-term investments, net investment income from the fixed income portfolio and net realized and unrealized investment gains from common equity securities. White Mountains’s total consolidated portfolio return on invested assets was -3.6% in the first nine months of 2022, which included $113 million of unrealized investment losses from White Mountains’s investment in MediaAlpha. Excluding MediaAlpha, the total consolidated portfolio return on invested assets was -1.4% in the first nine months of 2022, driven primarily by net unrealized investment losses in the fixed income portfolio due to rising interest rates, partially offset by net realized and unrealized gains and net investment income from other long-term investments.March 31, 2024 adjusted book value per share.

4845

Adjusted Book Value Per Share

The following table presents White Mountains’s book value per share and reconciles it to adjusted book value per share, a non-GAAP measure as of ~~September 30, 2023, June 30, 2023,~~March 31, 2024, December 31, ~~2022,~~2023 and ~~September 30, 2022.~~March 31, 2023. See NON-GAAP FINANCIAL MEASURES on page 7470.


Millions	Millions	September 30, 2023		June 30, 2023		December 31, 2022		September 30, 2022		Millions	March 31, 2024	December 31, 2023	March 31, 2023
Book value per share numerators (in millions):	Book value per share numerators (in millions):
White Mountains’s common shareholders’ equity - GAAP book value per share numerator	White Mountains’s common shareholders’ equity - GAAP book value per share numerator	$	3,949.1	$	3,922.2	$	3,746.9	$	3,708.0
White Mountains’s common shareholders’ equity - GAAP book value per share numerator
White Mountains’s common shareholders’ equity - GAAP book value per share numerator

HG Global’s unearned premium reserve (1)
HG Global’s unearned premium reserve (1)
HG Global’s unearned premium reserve (1)	HG Global’s unearned premium reserve (1)	254.2		246.8		242.1		232.2
HG Global’s net deferred acquisition costs (1)	HG Global’s net deferred acquisition costs (1)	(73.1)		(70.7)		(69.0)		(65.9)
Time value of money discount on expected future payments on the BAM Surplus Notes (1)	Time value of money discount on expected future payments on the BAM Surplus Notes (1)	(90.2)		(91.8)		(95.1)		(110.8)
Adjusted book value per share numerator	Adjusted book value per share numerator	$	4,040.0	$	4,006.5	$	3,824.9	$	3,763.5
Book value per share denominators (in thousands of shares):	Book value per share denominators (in thousands of shares):
Common shares outstanding - GAAP book value per share denominator	Common shares outstanding - GAAP book value per share denominator	2,560.5		2,560.5		2,572.1		2,576.2
Common shares outstanding - GAAP book value per share denominator
Common shares outstanding - GAAP book value per share denominator
Unearned restricted common shares	Unearned restricted common shares	(15.7)		(19.1)		(14.1)		(17.5)

Adjusted book value per share denominator
Adjusted book value per share denominator
Adjusted book value per share denominator	Adjusted book value per share denominator	2,544.8		2,541.4		2,558.0		2,558.7
GAAP book value per share	GAAP book value per share	$	1,542.36	$	1,531.84	$	1,456.74	$	1,439.31
Adjusted book value per share	Adjusted book value per share	$	1,587.59	$	1,576.46	$	1,495.28	$	1,470.84
Year-to-date dividends paid per share	Year-to-date dividends paid per share	$	1.00	$	1.00	$	1.00	$	1.00

(1) Amount reflects White Mountains’s preferred share ownership in HG Global of 96.9%.

Goodwill and Other Intangible Assets

The following table presents goodwill and other intangible assets that are included in White Mountains’s adjusted book value as of ~~September 30, 2023, June 30, 2023,~~March 31, 2024, December 31, ~~2022,~~2023, and ~~September 30, 2022:~~March 31, 2023:


Millions	Millions	September 30, 2023		June 30, 2023		December 31, 2022		September 30, 2022
Millions
Millions
Goodwill:
Goodwill:
Goodwill:	Goodwill:
Ark	Ark	$	116.8	$	116.8	$	116.8	$	116.8
Ark
Ark
Kudu	Kudu	7.6		7.6		7.6		7.6
Other Operations (1)		44.4		44.4		52.1		51.1
Kudu
Kudu
Bamboo (1)
Bamboo (1)
Bamboo (1)
Other Operations
Other Operations
Other Operations
Total goodwill
Total goodwill
Total goodwill	Total goodwill	168.8		168.8		176.5		175.5
Other intangible assets:	Other intangible assets:
Other intangible assets:
Other intangible assets:
Ark
Ark
Ark	Ark	175.7		175.7		175.7		175.7
Kudu	Kudu	.8		.8		1.0		1.1
Other Operations (1)		26.8		28.3		39.2		40.9
Kudu
Kudu
Bamboo (1)
Bamboo (1)
Bamboo (1)
Other Operations
Other Operations
Other Operations
Total other intangible assets	Total other intangible assets	203.3		204.8		215.9		217.7
Total goodwill and other intangible assets (2)		$	372.1	$	373.6	$	392.4	$	393.2
Goodwill and other intangible assets attributed to non-controlling interests		$	(95.2)	$	(95.4)	$	(102.7)	$	(103.1)
Total other intangible assets
Total other intangible assets
Total goodwill and other intangible assets (1)
Total goodwill and other intangible assets (1)
Total goodwill and other intangible assets (1)
Goodwill and other intangible assets attributed to noncontrolling interests
Goodwill and other intangible assets attributed to noncontrolling interests
Goodwill and other intangible assets attributed to noncontrolling interests
Goodwill and other intangible assets included in White Mountains’s common shareholders’ equity	Goodwill and other intangible assets included in White Mountains’s common shareholders’ equity	$	276.9	$	278.2	$	289.7	$	290.1
Goodwill and other intangible assets included in White Mountains’s common shareholders’ equity
Goodwill and other intangible assets included in White Mountains’s common shareholders’ equity

(1)The relative fair values of goodwill and of other intangible assets recognized in connection with ~~recent acquisitions within Other Operations~~the acquisition of Bamboo had not yet been finalized at ~~June 30, 2022.~~

March 31, 2024. See “Bamboo Transaction” in Note 2 — “Significant Transactions” on page 10.

(2) See Note 4 — “Goodwill and Other Intangible Assets” on page 24 for details of other intangible assets.

4946

Summary of Consolidated Results

The following table presents White Mountains’s consolidated financial results for the three ~~and nine~~ months ended ~~September 30, 2023~~March 31, 2024 and ~~2022:~~2023:


		Three Months Ended September 30,				Nine Months Ended September 30,
				Three Months Ended March 31,
				Three Months Ended March 31,
				Three Months Ended March 31,
Millions
Millions
Millions	Millions	2023		2022		2023		2022
Revenues	Revenues
Financial Guarantee revenues		$	(7.4)	$	(24.7)	$	31.2	$	(69.2)
Revenues
Revenues
P&C Insurance and Reinsurance revenues
P&C Insurance and Reinsurance revenues
P&C Insurance and Reinsurance revenues	P&C Insurance and Reinsurance revenues	512.8		343.2		1,123.3		701.1

Financial Guarantee revenues

Financial Guarantee revenues

Financial Guarantee revenues
Asset Management revenues	Asset Management revenues	26.3		55.9		89.4		87.0
Asset Management revenues
Asset Management revenues
P&C Insurance Distribution revenues
P&C Insurance Distribution revenues
P&C Insurance Distribution revenues

Other Operations revenues

Other Operations revenues

Other Operations revenues	Other Operations revenues	(12.1)		8.8		186.0		1.4
Total revenues	Total revenues	519.6		383.2		1,429.9		720.3
Total revenues
Total revenues
Expenses	Expenses
Financial Guarantee expenses		23.4		19.5		66.8		64.4
Expenses
Expenses
P&C Insurance and Reinsurance expenses
P&C Insurance and Reinsurance expenses
P&C Insurance and Reinsurance expenses	P&C Insurance and Reinsurance expenses	414.0		319.1		930.6		721.5

Financial Guarantee expenses

Financial Guarantee expenses

Financial Guarantee expenses
Asset Management expenses
Asset Management expenses
Asset Management expenses	Asset Management expenses	10.0		8.7		27.8		20.7

P&C Insurance Distribution expenses

P&C Insurance Distribution expenses

P&C Insurance Distribution expenses
Other Operations expenses
Other Operations expenses
Other Operations expenses	Other Operations expenses	51.1		66.9		167.1		192.1
Total expenses	Total expenses	498.5		414.2		1,192.3		998.7
Total expenses
Total expenses
Pre-tax income (loss)	Pre-tax income (loss)
Financial Guarantee pre-tax income (loss)		(30.8)		(44.2)		(35.6)		(133.6)
Pre-tax income (loss)
Pre-tax income (loss)
P&C Insurance and Reinsurance pre-tax income (loss)
P&C Insurance and Reinsurance pre-tax income (loss)
P&C Insurance and Reinsurance pre-tax income (loss)	P&C Insurance and Reinsurance pre-tax income (loss)	98.8		24.1		192.7		(20.4)

Financial Guarantee pre-tax income (loss)

Financial Guarantee pre-tax income (loss)

Financial Guarantee pre-tax income (loss)
Asset Management pre-tax income (loss)
Asset Management pre-tax income (loss)
Asset Management pre-tax income (loss)	Asset Management pre-tax income (loss)	16.3		47.2		61.6		66.3

P&C Insurance Distribution pre-tax income (loss)

P&C Insurance Distribution pre-tax income (loss)

P&C Insurance Distribution pre-tax income (loss)
Other Operations pre-tax income (loss)
Other Operations pre-tax income (loss)
Other Operations pre-tax income (loss)	Other Operations pre-tax income (loss)	(63.2)		(58.1)		18.9		(190.7)
Total pre-tax income (loss) from continuing operations	Total pre-tax income (loss) from continuing operations	21.1		(31.0)		237.6		(278.4)
Total pre-tax income (loss) from continuing operations
Total pre-tax income (loss) from continuing operations
Income tax (expense) benefit	Income tax (expense) benefit	(7.3)		7.4		(19.4)		26.1
Net income (loss) from continuing operations		13.8		(23.6)		218.2		(252.3)
Net income (loss) from discontinued operations, net of tax - NSM Group		—		6.3		—		16.4
Net gain (loss) from sale of discontinued operations, net of tax - NSM Group		—		886.8		—		886.8

Income tax (expense) benefit
Income tax (expense) benefit
Net income (loss)
Net income (loss)
Net income (loss)	Net income (loss)	13.8		869.5		218.2		650.9
Net (income) loss attributable to noncontrolling interests	Net (income) loss attributable to noncontrolling interests	9.8		18.7		4.5		101.5
Net (income) loss attributable to noncontrolling interests
Net (income) loss attributable to noncontrolling interests
Net income (loss) attributable to White Mountains’s common shareholders
Net income (loss) attributable to White Mountains’s common shareholders
Net income (loss) attributable to White Mountains’s common shareholders	Net income (loss) attributable to White Mountains’s common shareholders	23.6		888.2		222.7		752.4
Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax	(1.7)		(1.4)		.9		(3.0)
Other comprehensive income (loss) from discontinued operations, net of tax - NSM Group		—		.7		—		(5.2)
Net gain (loss) from foreign currency translation from sale of discontinued operations, net of tax - NSM Group		—		2.9		—		2.9
Other comprehensive income (loss), net of tax
Other comprehensive income (loss), net of tax

Comprehensive income (loss)

Comprehensive income (loss)

Comprehensive income (loss)	Comprehensive income (loss)	21.9		890.4		223.6		747.1
Other comprehensive (income) loss attributable to noncontrolling interests	Other comprehensive (income) loss attributable to noncontrolling interests	.7		(.3)		(.1)		.4
Other comprehensive (income) loss attributable to noncontrolling interests
Other comprehensive (income) loss attributable to noncontrolling interests
Comprehensive income (loss) attributable to White Mountains’s common shareholders
Comprehensive income (loss) attributable to White Mountains’s common shareholders
Comprehensive income (loss) attributable to White Mountains’s common shareholders	Comprehensive income (loss) attributable to White Mountains’s common shareholders	$	22.6	$	890.1	$	223.5	$	747.5

5047

I. SUMMARY OF OPERATIONS BY SEGMENT

As of ~~September 30, 2023,~~March 31, 2024, White Mountains conducted its operations through ~~three~~four segments: (1) Ark/WM Outrigger, (2) HG Global/BAM, ~~(2) Ark/WM Outrigger,~~(3) Kudu and ~~(3) Kudu,~~(4) Bamboo, with our remaining operating businesses, holding companies and other assets included in Other Operations. White Mountains has made its segment determination based on consideration of the following criteria: (i) the nature of the business activities of each of the Company’s subsidiaries and affiliates; (ii) the manner in which the Company’s subsidiaries and affiliates are organized; (iii) the existence of primary managers responsible for specific subsidiaries and affiliates; and (iv) the organization of information provided to the Company’s chief operating decision makers and its Board of Directors. Significant intercompany transactions among White Mountains’s segments have been eliminated herein. White Mountains’s segment information is presented in Note 14 — “Segment Information” to the Consolidated Financial Statements.

During the fourth quarter of 2022, Ark sponsored the formation of Outrigger Re Ltd. to provide reinsurance protection on Ark’s Bermuda global property catastrophe excess of loss portfolio written in calendar year 2023. White Mountains consolidates its segregated account of Outrigger Re Ltd., WM Outrigger Re, in its financial statements. WM Outrigger Re’s quota share reinsurance agreement with GAIL eliminates in White Mountains’s consolidated financial statements. WM Outrigger Re exclusively provides reinsurance protection to Ark. As a result, WM Outrigger Re was aggregated with Ark within the Ark/WM Outrigger segment starting in 2023. See ~~Note 2 — “Significant Transactions.”~~

As a result of the ~~NSM~~Bamboo Transaction, ~~the results~~White Mountains began consolidating Bamboo in its financial statements as of ~~operations for NSM, previously reported as a segment, have been classified as discontinued operations in the statements of operations and comprehensive income through the closing of the transaction.~~January 2, 2024. See Note ~~19 — “Held for Sale and Discontinued Operations.”~~2 - “Significant Transaction”.

~~Prior period amounts have been reclassified to conform to the current period’s presentation.~~

Ark/WM Outrigger

The following table presents the components of pre-tax income (loss) included in the Ark/WM Outrigger segment for the three months ended March 31, 2024 and 2023:


	Three Months Ended March 31, 2024

Millions	Ark		WM Outrigger Re		Eliminations		Total
Direct written premiums	$	285.0	$	—	$	—	$	285.0
Assumed written premiums	587.1		34.3		(34.3)		587.1
Gross written premiums	872.1		34.3		(34.3)		872.1
Ceded written premiums	(308.4)		—		34.3		(274.1)
Net written premiums	$	563.7	$	34.3	$	—	$	598.0

Earned insurance premiums	$	292.5	$	10.3	$	—	$	302.8
Net investment income	17.0		2.9		—		19.9
Net realized and unrealized investment gains (losses)	10.6		—		—		10.6
Other revenues	3.5		—		—		3.5
Total revenues	323.6		13.2		—		336.8
Loss and loss adjustment expenses	179.3		.7		—		180.0
Acquisition expenses	63.7		2.6		—		66.3
General and administrative expenses - other underwriting	30.5		—		—		30.5
General and administrative expenses - all other	11.7		—		—		11.7
Change in fair value of contingent consideration	—		—		—		—
Interest expense	5.4		—		—		5.4
Total expenses	290.6		3.3		—		293.9
Pre-tax income (loss)	$	33.0	$	9.9	$	—	$	42.9


	Three Months Ended March 31, 2023

Millions	Ark		WM Outrigger Re		Eliminations		Total
Direct written premiums	$	246.2	$	—	$	—	$	246.2
Assumed written premiums	563.2		44.1		(44.1)		563.2
Gross written premiums	809.4		44.1		(44.1)		809.4
Ceded written premiums	(239.3)		—		44.1		(195.2)
Net written premiums	$	570.1	$	44.1	$	—	$	614.2

Earned insurance premiums	$	249.9	$	5.2	$	—	$	255.1
Net investment income	8.4		2.2		—		10.6
Net realized and unrealized investment gains (losses)	24.5		—		—		24.5
Other revenues	(2.7)		—		—		(2.7)
Total revenues	280.1		7.4		—		287.5
Loss and loss adjustment expenses	147.6		.2		—		147.8
Acquisition expenses	58.9		.9		—		59.8
General and administrative expenses - other underwriting	27.5		—		—		27.5
General and administrative expenses - all other	7.6		.1		—		7.7
Change in fair value of contingent consideration	(2.4)		—		—		(2.4)
Interest expense	5.0		—		—		5.0
Total expenses	244.2		1.2		—		245.4
Pre-tax income (loss)	$	35.9	$	6.2	$	—	$	42.1

Ark/WM Outrigger Results— Three Months Ended March 31, 2024 versus Three Months Ended March 31, 2023

The Ark/WM Outrigger segment’s combined ratio was 91% in the first quarter of 2024 compared to 92% in the first quarter of 2023.The Ark/WM Outrigger segment reported gross written premiums of $872 million, net written premiums of $598 million and net earned premiums of $303 million in the first quarter of 2024 compared to gross written premiums of $809 million, net written premiums of $614 million and net earned premiums of $255 million in the first quarter of 2023. The Ark/WM Outrigger segment reported pre-tax income of $43 million in the first quarter of 2024 compared to $42 million in the first quarter of 2023.

Ark reported gross written premiums of $872 million, net written premiums of $564 million and net earned premiums of $293 million in the first quarter of 2024 compared to gross written premiums of $809 million, net written premiums of $570 million and net earned premiums of $250 million in the first quarter of 2023.

Ark reported pre-tax income of $33 million in the first quarter of 2024 compared to $36 million in the first quarter of 2023. Ark’s results included net realized and unrealized investment gains of $11 million in the first quarter of 2024, driven primarily by net unrealized investment gains on common equity securities, compared to $25 million in the first quarter of 2023, driven primarily by net unrealized investment gains on fixed income securities and other long-term investments. Ark’s results for the first quarter of 2023 also included $2 million for a decrease in the fair value of its contingent consideration liabilities.

WM Outrigger Re’s combined ratio was 32% in the first quarter of 2024 compared to 21% in the first quarter of 2023. Catastrophe losses were minimal in both periods. In the first quarter of 2024, WM Outrigger Re’s combined ratio was 26% for underwriting year 2024 and 42% for underwriting year 2023. WM Outrigger Re reported gross and net written premiums of $34 million and net earned premiums of $10 million in the first quarter of 2024 compared to gross and net written premiums of $44 million and net earned premiums of $5 million in the first quarter of 2023. Gross and net written premiums decreased due to White Mountains’s lower capital commitment to WM Outrigger Re in 2024. WM Outrigger Re reported pre-tax income of $10 million in the first quarter of 2024, of which $7 million was attributable to the 2024 underwriting year and $3 million to the 2023 underwriting year, compared to $6 million in the first quarter of 2023.

The following table presents the Ark/WM Outrigger segment’s insurance premiums, insurance expenses and insurance ratios for the three months ended March 31, 2024 and 2023:


	Three Months Ended March 31, 2024

$ in Millions	Ark			WM Outrigger Re			Eliminations			Total
Insurance premiums:
Gross written premiums	$	872.1		$	34.3		$	(34.3)		$	872.1
Net written premiums	$	563.7		$	34.3		$	—		$	598.0
Net earned premiums	$	292.5		$	10.3		$	—		$	302.8

Insurance expenses:
Loss and loss adjustment expenses	$	179.3		$	.7		$	—		$	180.0
Acquisition expenses	63.7			2.6			—			66.3
Other underwriting expenses (1)	30.5			—			—			30.5
Total insurance expenses	$	273.5		$	3.3		$	—		$	276.8

Insurance ratios:
Loss and loss adjustment expense	61.3		%	6.8		%	—		%	59.4		%
Acquisition expense	21.8			25.2			—			21.9		%
Other underwriting expense	10.4			—			—			10.1		%
Combined Ratio	93.5		%	32.0		%	—		%	91.4		%

(1)Included within general and administrative expenses.


	Three Months Ended March 31, 2023

$ in Millions	Ark			WM Outrigger Re			Eliminations			Total
Insurance premiums:
Gross written premiums	$	809.4		$	44.1		$	(44.1)		$	809.4
Net written premiums	$	570.1		$	44.1		$	—		$	614.2
Net earned premiums	$	249.9		$	5.2		$	—		$	255.1

Insurance expenses:
Loss and loss adjustment expenses	$	147.6		$	.2		$	—		$	147.8
Acquisition expenses	58.9			.9			—			59.8
Other underwriting expenses (1)	27.5			—			—			27.5
Total insurance expenses	$	234.0		$	1.1		$	—		$	235.1

Insurance ratios:
Loss and loss adjustment expense	59.0		%	3.9		%	—		%	58.0		%
Acquisition expense	23.6			17.3			—			23.4		%
Other underwriting expense	11.0			—			—			10.8		%
Combined Ratio	93.6		%	21.2		%	—		%	92.2		%

(1)Included within general and administrative expenses.

The following table presents WM Outrigger Re’s insurance premiums and combined ratio by underwriting year for the three months ended March 31, 2024 and 2023:


	Three Months Ended March 31,

	2024									2023
$ in Millions	2024 Underwriting Year			2023 Underwriting Year			Total			2023 Underwriting Year
Insurance premiums:
Gross written premiums	$	34.1		$	.2		$	34.3		$	44.1
Net written premiums	$	34.1		$	.2		$	34.3		$	44.1
Net earned premiums	$	6.0		$	4.3		$	10.3		$	5.2

Combined Ratio	26.1		%	42.2		%	32.0		%	21.2		%

Gross Written Premiums

Gross written premiums increased 8% to $872 million in the first quarter of 2024 compared to the first quarter of 2023, with risk adjusted rate change up approximately 3% year-over-year. The increase in gross written premiums was driven primarily by the property, marine & energy and accident & health lines of business, partially offset by a decrease in certain specialty lines. The risk adjusted rate change on the Outrigger Re Ltd. portfolio of global property reinsurance was 1% in the first quarter of 2024. The following table presents the Ark/WM Outrigger segment’s gross written premiums by line of business for the three months ended March 31, 2024 and 2023:


	Three Months Ended March 31,
Millions	2024		2023
Property	$	326.8	$	279.7
Specialty	234.1		268.5
Marine & Energy	229.0		194.9
Accident & Health	47.7		36.1
Casualty	34.5		30.2
Total Gross Written Premium	$	872.1	$	809.4

Ark/WM Outrigger Balance Sheets

The following tables present amounts from Ark and WM Outrigger Re that are contained within White Mountains’s consolidated balance sheet as of March 31, 2024 and December 31, 2023:


	March 31, 2024
Millions	Ark		WM Outrigger Re		Eliminations and Segment Adjustments		Total
Assets
Fixed maturity investments, at fair value	$	946.9	$	—	$	—	$	946.9
Common equity securities, at fair value	409.9		—		—		409.9
Short-term investments, at fair value	612.9		222.4		—		835.3
Other long-term investments	485.0		—		—		485.0
Total investments	2,454.7		222.4		—		2,677.1
Cash	128.9		.2		—		129.1
Reinsurance recoverables	734.8		—		(39.8)		695.0
Insurance premiums receivable	1,001.5		31.7		(31.7)		1,001.5
Deferred acquisition costs	207.5		5.8		—		213.3
Goodwill and other intangible assets	292.5		—		—		292.5
Other assets	140.8		.1		—		140.9
Total assets	$	4,960.7	$	260.2	$	(71.5)	$	5,149.4
Liabilities
Loss and loss adjustment expense reserves	$	1,744.5	$	15.8	$	(15.8)	$	1,744.5
Unearned insurance premiums	1,229.0		29.7		(24.0)		1,234.7
Debt	155.4		—		—		155.4
Reinsurance payable	294.2		—		(31.7)		262.5
Contingent consideration	94.0		—		—		94.0
Other liabilities	214.0		—		—		214.0
Total liabilities	3,731.1		45.5		(71.5)		3,705.1
Equity
White Mountains’s common shareholders’ equity	894.9		214.7		—		1,109.6
Noncontrolling interests	334.7		—		—		334.7
Total equity	1,229.6		214.7		—		1,444.3
Total liabilities and equity	$	4,960.7	$	260.2	$	(71.5)	$	5,149.4


	December 31, 2023
Millions	Ark		WM Outrigger Re		Eliminations and Segment Adjustments		Total
Assets
Fixed maturity investments, at fair value	$	866.8	$	—	$	—	$	866.8
Common equity securities, at fair value	400.6		—		—		400.6
Short-term investments, at fair value	697.5		265.3		—		962.8
Other long-term investments	440.9		—		—		440.9
Total investments	2,405.8		265.3		—		2,671.1
Cash	90.2		.3		—		90.5
Reinsurance recoverables	463.3		—		(21.3)		442.0
Insurance premiums receivable	612.2		27.7		(27.7)		612.2
Deferred acquisition costs	144.3		1.0		—		145.3
Goodwill and other intangible assets	292.5		—		—		292.5
Other assets	125.0		—		—		125.0
Total assets	$	4,133.3	$	294.3	$	(49.0)	$	4,378.6
Liabilities
Loss and loss adjustment expense reserves	$	1,605.1	$	15.6	$	(15.6)	$	1,605.1
Unearned insurance premiums	743.6		5.7		(5.7)		743.6
Debt	185.5		—		—		185.5
Reinsurance payable	108.8		—		(27.7)		81.1
Contingent consideration	94.0		—		—		94.0
Other liabilities	166.8		—		—		166.8
Total liabilities	2,903.8		21.3		(49.0)		2,876.1
Equity
White Mountains’s common shareholders’ equity	892.6		273.0		—		1,165.6
Noncontrolling interests	336.9		—		—		336.9
Total equity	1,229.5		273.0		—		1,502.5
Total liabilities and equity	$	4,133.3	$	294.3	$	(49.0)	$	4,378.6

HG Global/BAM

The following tables present the components of pre-tax income (loss) included in the HG Global/BAM segment related to the consolidation of HG Global, which includes HG Re and its other wholly-owned subsidiaries, and BAM for the three ~~and nine~~ months ended ~~September 30, 2023~~March 31, 2024 and ~~2022:~~2023:


		Three Months Ended September 30, 2023									Three Months Ended March 31, 2024
Millions	Millions	HG Global		BAM		Eliminations		Total		Millions	HG Global	BAM	Eliminations	Total
Direct written premiums	Direct written premiums	$	—	$	16.5	$	—	$	16.5
Assumed written premiums	Assumed written premiums	14.2		—		(14.2)		—
Gross written premiums	Gross written premiums	14.2		16.5		(14.2)		16.5
Ceded written premiums	Ceded written premiums	—		(14.2)		14.2		—
Net written premiums	Net written premiums	$	14.2	$	2.3	$	—	$	16.5

Earned insurance premiums
Earned insurance premiums
Earned insurance premiums	Earned insurance premiums	$	6.6	$	1.3	$	—	$	7.9
Net investment income	Net investment income	4.3		3.8		—		8.1
Net investment income - BAM Surplus Notes	Net investment income - BAM Surplus Notes	6.6		—		(6.6)		—
Net realized and unrealized investment gains (losses)	Net realized and unrealized investment gains (losses)	(13.6)		(10.5)		—		(24.1)
Other revenues	Other revenues	—		.7		—		.7
Total revenues	Total revenues	3.9		(4.7)		(6.6)		(7.4)
Acquisition expenses	Acquisition expenses	2.0		.1		—		2.1
General and administrative expenses	General and administrative expenses	.5		17.0		—		17.5
Interest expense (1)	Interest expense (1)	3.9		—		—		3.9
Interest expense - BAM Surplus Notes	Interest expense - BAM Surplus Notes	—		6.6		(6.6)		—
Total expenses	Total expenses	6.4		23.7		(6.6)		23.5
Pre-tax income (loss)	Pre-tax income (loss)	$	(2.5)	$	(28.4)	$	—	$	(30.9)
Supplemental information:	Supplemental information:
MSC collected (2)	MSC collected (2)	$	—	$	19.9	$	—	$	19.9
MSC collected (2)
MSC collected (2)

(1) Amount includes ~~$0.1~~$0.2 of intercompany interest expense that is eliminated in White Mountains’s consolidated financial statements. For segment reporting, HG Global’s intercompany interest expense included within the HG Global/BAM segment is eliminated against the offsetting intercompany interest income included within Other Operations.

(2) MSC collected are recorded directly to BAM’s equity, which is recorded as noncontrolling interest on White Mountains’s balance sheet.

Three Months Ended September 30, 2022
Millions HG Global BAM Eliminations Total
Direct written premiums $ — $ 18.4 $ — $ 18.4
Assumed written premiums 16.8 1.3 (16.8) 1.3
Gross written premiums 16.8 19.7 (16.8) 19.7
Ceded written premiums — (16.8) 16.8 —
Net written premiums $ 16.8 $ 2.9 $ — $ 19.7
Earned insurance premiums $ 5.9 $ 1.2 $ — $ 7.1
Net investment income 2.8 2.9 — 5.7
Net investment income - BAM Surplus Notes 2.9 — (2.9) —
Net realized and unrealized investment gains (19.6) (19.2) — (38.8)
Other revenues .1 1.2 — 1.3
Total revenues (7.9) (13.9) (2.9) (24.7)
Acquisition expenses 1.6 .1 — 1.7
General and administrative expenses .6 15.2 — 15.8
Interest expense 2.0 — — 2.0
Interest expense - BAM Surplus Notes — 2.9 (2.9) —
Total expenses 4.2 18.2 (2.9) 19.5
Pre-tax income (loss) $ (12.1) $ (32.1) $ — $ (44.2)
Supplemental information:
MSC collected (1)
$ — $ 26.0 $ — $ 26.0

~~(1)~~ ~~MSC collected are recorded directly to BAM’s equity, which is recorded as noncontrolling interest on White Mountains’s balance sheet.~~

Nine Months Ended September 30, 2023
Millions HG Global BAM Eliminations Total
Direct written premiums $ — $ 37.3 $ — $ 37.3
Assumed written premiums 31.9 — (31.9) —
Gross written premiums 31.9 37.3 (31.9) 37.3
Ceded written premiums — (31.9) 31.9 —
Net written premiums $ 31.9 $ 5.4 $ — $ 37.3
Earned insurance premiums $ 19.4 $ 3.9 $ — $ 23.3
Net investment income 12.4 10.5 — 22.9
Net investment income - BAM Surplus Notes 19.7 — (19.7) —
Net realized and unrealized investment gains (losses) (11.4) (5.6) — (17.0)
Other revenues — 2.0 — 2.0
Total revenues 40.1 10.8 (19.7) 31.2
Acquisition expenses 5.6 .7 — 6.3
General and administrative expenses 1.9 47.8 — 49.7
Interest expense (1)
11.1 — — 11.1
Interest expense - BAM Surplus Notes — 19.7 (19.7) —
Total expenses 18.6 68.2 (19.7) 67.1
Pre-tax income (loss) $ 21.5 $ (57.4) $ — $ (35.9)
Supplemental information:
MSC collected (2)
$ — $ 46.4 $ — $ 46.4

~~(1)~~ Amount includes $0.3 of intercompany interest expense that is eliminated in White Mountains’s consolidated financial statements. For segment reporting, HG Global’s intercompany interest expense included within the HG Global/BAM segment is eliminated against the offsetting intercompany interest income included within Other Operations.

~~(2)~~ ~~MSC collected are recorded directly to BAM’s equity, which is recorded as noncontrolling interest on White Mountains’s balance sheet.~~


		Nine Months Ended September 30, 2022									Three Months Ended March 31, 2023
Millions	Millions	HG Global		BAM		Eliminations		Total		Millions	HG Global	BAM	Eliminations	Total
Direct written premiums	Direct written premiums	$	—	$	44.9	$	—	$	44.9
Assumed written premiums	Assumed written premiums	39.6		1.3		(39.6)		1.3
Gross written premiums	Gross written premiums	39.6		46.2		(39.6)		46.2
Ceded written premiums	Ceded written premiums	—		(39.6)		39.6		—
Net written premiums	Net written premiums	$	39.6	$	6.6	$	—	$	46.2

Earned insurance premiums
Earned insurance premiums
Earned insurance premiums	Earned insurance premiums	$	21.5	$	4.5	$	—	$	26.0
Net investment income	Net investment income	7.1		8.0		—		15.1
Net investment income - BAM Surplus Notes	Net investment income - BAM Surplus Notes	8.8		—		(8.8)		—
Net realized and unrealized investment gains (losses)	Net realized and unrealized investment gains (losses)	(57.8)		(56.2)		—		(114.0)
Other revenues	Other revenues	.3		3.4		—		3.7
Total revenues	Total revenues	(20.1)		(40.3)		(8.8)		(69.2)
Acquisition expenses	Acquisition expenses	7.6		1.9		—		9.5
General and administrative expenses	General and administrative expenses	2.1		47.4		—		49.5
Interest expense	Interest expense	5.4		—		—		5.4
Interest expense - BAM Surplus Notes	Interest expense - BAM Surplus Notes	—		8.8		(8.8)		—
Total expenses	Total expenses	15.1		58.1		(8.8)		64.4
Pre-tax income (loss)	Pre-tax income (loss)	$	(35.2)	$	(98.4)	$	—	$	(133.6)
Supplemental information:	Supplemental information:
MSC collected (1)	MSC collected (1)	$	—	62.3		$	—	$	62.3
MSC collected (1)
MSC collected (1)

(1) MSC collected are recorded directly to BAM’s equity, which is recorded as noncontrolling interest on White Mountains’s balance sheet.

HG Global/BAM Results—Three Months Ended ~~September 30, 2023~~March 31, 2024 versus Three Months Ended ~~September 30, 2022~~March 31, 2023

Gross written premiums and MSC collected in the HG Global/BAM segment totaled ~~$36~~$22 million in the ~~third~~first quarter of ~~2023~~2024 compared to ~~$46~~$21 million in the ~~third~~first quarter of ~~2022.~~2023. BAM insured ~~$4.2~~$3.6 billion of municipal bonds, ~~$3.7~~$3.2 billion of which were in the primary market, in the ~~third~~first quarter of ~~2023~~2024 compared to ~~$4.1~~$2.9 billion of municipal bonds, ~~$3.3~~$2.2 billion of which were in the primary market, in the ~~third~~first quarter of ~~2022. In the third quarter of 2022, BAM completed an assumed reinsurance transaction to reinsure municipal bonds with a par value of $43 million.~~2023.

Insured penetration in the primary market ~~increased~~decreased slightly to ~~7.8%~~7.3% in the ~~third~~first quarter of ~~2023, driven by demand from both large and small~~2024, primarily as a result of a reduction in par insured for smaller deals, compared to ~~6.2%~~7.7% in the ~~third~~first quarter of ~~2022.~~2023.

Total pricing, which reflects both gross written premiums and MSC, decreased to 8761 basis points in the ~~third~~first quarter of ~~2023~~2024 compared to ~~110~~73 basis points in the ~~third~~first quarter of ~~2022.~~2023. The decrease in total pricing was driven primarily by ~~lower pricing~~an increase in par insured in the primary market and a decrease in ~~the percentage of~~ par insured ~~in the secondary market, which was partially offset by higher pricing~~ in the secondary market. Pricing in the primary market ~~decreased to 61~~was 51 basis points in the ~~third~~first quarter of ~~2023~~2024 compared to 7952 basis points in the ~~third~~first quarter of ~~2022.~~2023. Pricing in the ~~combined~~ secondary and assumed reinsurance markets, which is more transaction specific than pricing in the primary market, increased to ~~259~~149 basis points in the ~~third~~first quarter of ~~2023~~2024 compared to ~~229~~137 basis points in the ~~third~~first quarter of ~~2022.~~2023.

The following table presents the gross par value of primary and secondary market policies issued, the gross written premiums and MSC collected and total pricing for the three months ended ~~September 30, 2023~~March 31, 2024 and ~~2022:~~2023:

Three Months Ended September 30,
$ in Millions 2023 2022
Gross par value of primary market policies issued $ 3,659.9 $ 3,269.0
Gross par value of secondary market policies issued 542.4 826.5
Gross par value of assumed reinsurance — 42.5
Total gross par value of market policies issued $ 4,202.3 $ 4,138.0
Gross written premiums $ 16.5 $ 19.7
MSC collected 19.9 26.0
Total gross written premiums and MSC collected $ 36.4 $ 45.7
Total pricing 87 bps 110 bps

~~HG Global reported pre-tax loss of~~ ~~$3 million~~ ~~in the~~ ~~third quarter of 2023~~ ~~compared to $12 million in the~~ ~~third quarter of 2022. HG Global’s results in the third quarter of 2023 included net realized and unrealized investment losses on its fixed income portfolio of~~ ~~$14 million~~ ~~compared to $20 million in the third quarter of 2022, driven by increasing interest rates in each period.~~ ~~HG Global’s results in the~~ ~~third quarter of 2023~~ ~~also included interest income on the BAM Surplus Notes of~~ ~~$7 million~~ ~~compared to $3 million in the~~ ~~third quarter of 2022, as the interest rate increased to 8% in 2023 from 3% in 2022~~.

BAM is a mutual insurance company that is owned by its members. BAM’s results are consolidated into White Mountain’s GAAP financial statements and attributed to noncontrolling interests. White Mountains reported ~~$28 million~~ ~~of GAAP pre-tax loss from BAM in the~~ ~~third quarter of 2023~~ ~~compared to $32 million in the~~ ~~third quarter of 2022. BAM’s results included net realized and unrealized investment losses on its fixed income portfolio of~~ ~~$11 million~~ ~~in the~~ ~~third quarter of 2023~~ ~~compared to $19 million in the~~ ~~third quarter of 2022, driven by increasing interest rates in each period.~~ ~~BAM’s results in the third quarter of 2023~~ ~~also included of interest expense on the BAM Surplus Notes of~~ ~~$7 million~~ ~~compared to $3 million in the~~ ~~third quarter of 2022~~.

~~HG Global/BAM Results—Nine Months Ended September 30, 2023 versus Nine Months Ended September 30, 2022~~

Gross written premiums and MSC collected in the HG Global/BAM segment totaled $84 million in the first nine months of 2023 compared to $109 million in the first nine months of 2022. BAM insured $10.5 billion of municipal bonds, $8.7 billion of which were in the primary market, in the first nine months of 2023 compared to $13.5 billion of municipal bonds, $10.1 billion of which were in the primary market, in the first nine months of 2022. In the third quarter of 2022, BAM completed an assumed reinsurance transaction to reinsure municipal bonds with a par value of $43 million.

Insured penetration in the primary market increased to 8.6% in the first nine months of 2023, driven primarily by demand from large deals in the period, compared to 7.8% in the first nine months of 2022.

Total pricing, which reflects both gross written premiums and MSC, decreased to 80 basis points in the first nine months of 2023, compared to 81 basis points in the first nine months of 2022. The decrease in total pricing was driven primarily by a decrease in the percentage of par insured in the secondary market, which was partially offset by higher pricing in the secondary market. Pricing in the primary market was 57 basis points in the first nine months of 2023 and 2022. Pricing in the secondary and assumed reinsurance markets, which is more transaction specific than pricing in the primary market, increased to 193 basis points in the first nine months of 2023 compared to 152 basis points in the first nine months of 2022.

The following table presents the gross par value of primary and secondary market policies issued, the gross written premiums and MSC collected and total pricing for the nine months ended September 30, 2023 and 2022:


		Nine Months Ended September 30,
		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
$ in Millions	$ in Millions	2023		2022		$ in Millions	2024	2023

Gross par value of primary market policies issued	Gross par value of primary market policies issued	$	8,735.5	$	10,147.8

Gross par value of primary market policies issued

Gross par value of primary market policies issued
Gross par value of secondary market policies issued	Gross par value of secondary market policies issued	1,746.9		3,269.4
Gross par value of assumed reinsurance		—		42.5

Total gross par value of market policies issued
Total gross par value of market policies issued
Total gross par value of market policies issued	Total gross par value of market policies issued	$	10,482.4	$	13,459.7
Gross written premiums	Gross written premiums	$	37.3	$	46.2
MSC collected	MSC collected	46.4		62.3
Total gross written premiums and MSC collected	Total gross written premiums and MSC collected	$	83.7	$	108.5

Total pricing	Total pricing	80 bps		81 bps

Total pricing

Total pricing							61 bps	73 bps

5455

HG Global reported pre-tax income ~~(loss)~~ of ~~$22~~$6 million in the first ~~nine months~~quarter of ~~2023~~2024 compared to ~~$(35)~~$18 million in the first ~~nine months~~quarter of ~~2022.~~2023. HG Global’s results in the first ~~nine months~~quarter of ~~2023~~2024 included net realized and unrealized investment ~~losses~~gains (losses) on its fixed income portfolio of ~~$11~~$(7) million, as interest rates increased, compared to ~~$58~~$8 million in the first ~~nine months~~quarter of ~~2022,~~2023, as interest rates ~~increased significantly.~~decreased. HG Global’s results in both the first ~~nine months~~quarter of 2024 and 2023 also included interest income on the BAM Surplus Notes of ~~$20 million compared to $9 million in the first nine months of 2022, as the interest rate increased to 8% in 2023 from 3% in 2022.~~$7 million.

On April 29, 2022, HG Global received the proceeds of a $150 million, 10-year term loan credit facility. In turn, on May 2, 2022, HG Global paid a $120 million cash dividend to shareholders, of which $116 million was paid to White Mountains.

BAM is a mutual insurance company that is owned by its members. BAM’s results are consolidated into White Mountains’s GAAP financial statements and attributed to noncontrolling interests. White ~~Mountains~~Mountains reported ~~$57~~$21 millionof GAAP pre-tax loss from BAM in the first ~~nine months~~quarter of ~~2023,~~2024 compared to ~~$98~~$9 million in the first ~~nine months~~quarter of ~~2022.~~2023. BAM’s results included net realized and unrealized investment ~~losses~~gains (losses) on its fixed income portfolio of $6$(3) million in the first ~~nine months~~quarter of ~~2023,~~2024, as interest rates increased, compared to ~~$56~~$9 million in the first ~~nine months~~quarter of ~~2022,~~2023, as interest rates ~~increased significantly.~~decreased. BAM’s results in both the first ~~nine months~~quarter of 2024 and 2023 also included interest expense on the BAM Surplus Notes of ~~$20 million compared to $9 million in the first nine months of 2022.~~$7 million.

Claims Paying Resources

BAM’s claims paying resources represent the capital and other financial resources BAM has available to pay claims and, as such, isare a key indication of BAM’s financial strength.

BAM’s claims paying resources were ~~$1,474~~$1,508 million as of ~~September 30, 2023~~March 31, 2024 compared to ~~$1,423~~$1,501 million as of December 31, ~~2022~~2023 and ~~$1,260~~$1,433 million as of ~~September 30, 2022.~~March 31, 2023. The increase in claims paying resources as of ~~September 30, 2023~~March 31, 2024 compared to December 31, ~~2022~~2023 was driven primarily by an increase in the ~~HG Re Collateral Trusts~~statutory value of the collateral trusts resulting from deposits of ceded premiums and an increase in contingency reserves for the first nine months of 2023. In the fourth quarter of 2022, BAM completed a reinsurance agreement with Fidus Re that increased BAM’s claims paying resources by $150 million.positive cash flow from operations.

The following table presents BAM’s total claims paying resources on a statutory basis as of ~~September 30, 2023,~~March 31, 2024, December 31, ~~2022~~2023 and ~~September 30, 2022:~~March 31, 2023:


Millions	Millions	September 30, 2023		December 31, 2022		September 30, 2022
Millions
Millions
Policyholders’ surplus
Policyholders’ surplus
Policyholders’ surplus	Policyholders’ surplus	$	285.8	$	283.4	$	316.9
Contingency reserve	Contingency reserve	131.5		118.2		113.9
Contingency reserve
Contingency reserve
Qualified statutory capital
Qualified statutory capital
Qualified statutory capital	Qualified statutory capital	417.3		401.6		430.8
Statutory net unearned premiums	Statutory net unearned premiums	58.3		55.3		53.3
Statutory net unearned premiums
Statutory net unearned premiums
Present value of future installment premiums and MSC
Present value of future installment premiums and MSC
Present value of future installment premiums and MSC	Present value of future installment premiums and MSC	10.9		13.3		13.3
HG Re Collateral Trusts at statutory value	HG Re Collateral Trusts at statutory value	587.5		553.1		512.7
HG Re Collateral Trusts at statutory value
HG Re Collateral Trusts at statutory value
Fidus Re collateral trusts at statutory value
Fidus Re collateral trusts at statutory value
Fidus Re collateral trusts at statutory value	Fidus Re collateral trusts at statutory value	400.0		400.0		250.0
Claims paying resources	Claims paying resources	$	1,474.0	$	1,423.3	$	1,260.1
Claims paying resources
Claims paying resources

5556

HG Global/BAM Balance Sheets

The following tables present amounts from HG Global, which includes HG Re and its other wholly-owned subsidiaries, and BAM that are contained within White Mountains’s consolidated balance sheet as of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022:~~2023:


			September 30, 2023
		March 31, 2024													March 31, 2024
Millions	Millions		HG Global		BAM		Eliminations and Segment Adjustments		Total		Millions	HG Global	BAM	Eliminations and Segment Adjustments		Total
Assets	Assets
Fixed maturity investments, at fair value
Fixed maturity investments, at fair value
Fixed maturity investments, at fair value	Fixed maturity investments, at fair value		$	521.7	$	410.5	$	—	$	932.2
Short-term investments, at fair value	Short-term investments, at fair value		40.0		40.1		—		80.1
Total investments	Total investments		561.7		450.6		—		1,012.3
Cash	Cash		1.1		3.8		—		4.9
BAM Surplus Notes	BAM Surplus Notes		340.0		—		(340.0)		—
Accrued interest receivable on BAM Surplus Notes	Accrued interest receivable on BAM Surplus Notes		177.6		—		(177.6)		—
Insurance premiums receivable	Insurance premiums receivable		3.9		5.5		(3.9)		5.5
Deferred acquisition costs	Deferred acquisition costs		75.4		38.5		(75.4)		38.5
Other assets	Other assets		7.8		14.7		(.3)		22.2
Total assets	Total assets		$	1,167.5	$	513.1	$	(597.2)	$	1,083.4
Liabilities	Liabilities
BAM Surplus Notes (1)	BAM Surplus Notes (1)		$	—	$	340.0	$	(340.0)	$	—
BAM Surplus Notes (1)
BAM Surplus Notes (1)
Accrued interest payable on BAM Surplus Notes (2)	Accrued interest payable on BAM Surplus Notes (2)		—		177.6		(177.6)		—
Preferred dividends payable to White Mountains (3)	Preferred dividends payable to White Mountains (3)		384.7		—		—		384.7
Preferred dividends payable to noncontrolling interests	Preferred dividends payable to noncontrolling interests		14.2		—		—		14.2
Unearned insurance premiums	Unearned insurance premiums		262.3		50.0		—		312.3
Debt	Debt		146.8		—		—		146.8
Intercompany debt (4)	Intercompany debt (4)		5.3		—		—		5.3
Accrued incentive compensation	Accrued incentive compensation		1.1		18.8		—		19.9
Other liabilities	Other liabilities		12.8		92.6		(79.6)		25.8
Total liabilities	Total liabilities		827.2		679.0		(597.2)		909.0
Equity	Equity
White Mountains’s common shareholders’ equity (3)(4)	White Mountains’s common shareholders’ equity (3)(4)		343.6		—		—		343.6
White Mountains’s common shareholders’ equity (3)(4)
White Mountains’s common shareholders’ equity (3)(4)
Noncontrolling interests	Noncontrolling interests		(3.3)		(165.9)		—		(169.2)
Total equity	Total equity		340.3		(165.9)		—		174.4
Total liabilities and equity	Total liabilities and equity		$	1,167.5	$	513.1	$	(597.2)	$	1,083.4

(1) Under GAAP, the BAM Surplus Notes are classified as debt. Under U.S. Statutory accounting, they are classified as policyholders’ surplus.

(2) Under GAAP, interest accrues daily on the BAM Surplus Notes. Under U.S. Statutory accounting, interest is not accrued on the BAM Surplus Notes until it has been approved for payment by insurance regulators.

(3) HG Global’s preferred dividends payable to White Mountains are eliminated in White Mountains’s consolidated financial statements. For segment reporting, HG Global’s preferred dividends payable to White Mountains included within the HG Global/BAM segment are eliminated against the offsetting receivable included within Other Operations.

(4) HG Global’s intercompany debt is eliminated in White Mountains’s consolidated financial statements. For segment reporting, HG Global’s intercompany debt included within the HG Global/BAM segment is eliminated against the offsetting receivable included within Other Operations.

5657


			December 31, 2022
		December 31, 2023													December 31, 2023
Millions	Millions		HG Global		BAM		Eliminations and Segment Adjustments		Total Segment		Millions	HG Global	BAM	Eliminations and Segment Adjustments		Total Segment
Assets	Assets
Fixed maturity investments, at fair value
Fixed maturity investments, at fair value
Fixed maturity investments, at fair value	Fixed maturity investments, at fair value		$	489.6	$	420.3	$	—	$	909.9
Short-term investments, at fair value	Short-term investments, at fair value		42.0		23.9		—		65.9
Total investments	Total investments		531.6		444.2		—		975.8
Cash	Cash		13.2		5.0		—		18.2
BAM Surplus Notes	BAM Surplus Notes		340.0		—		(340.0)		—
Accrued interest receivable on BAM Surplus Notes	Accrued interest receivable on BAM Surplus Notes		157.9		—		(157.9)		—
Insurance premiums receivable	Insurance premiums receivable		4.3		6.6		(4.3)		6.6
Deferred acquisition costs	Deferred acquisition costs		71.2		36.0		(71.2)		36.0
Other assets	Other assets		7.0		15.1		(.2)		21.9
Total assets	Total assets		$	1,125.2	$	506.9	$	(573.6)	$	1,058.5
Liabilities	Liabilities
BAM Surplus Notes (1)	BAM Surplus Notes (1)		$	—	$	340.0	$	(340.0)	$	—
BAM Surplus Notes (1)
BAM Surplus Notes (1)
Accrued interest payable on BAM Surplus Notes (2)	Accrued interest payable on BAM Surplus Notes (2)		—		157.9		(157.9)		—
Preferred dividends payable to White Mountains (3)	Preferred dividends payable to White Mountains (3)		341.4		—		—		341.4
Preferred dividends payable to noncontrolling interests	Preferred dividends payable to noncontrolling interests		12.5		—		—		12.5
Unearned insurance premiums	Unearned insurance premiums		249.8		48.5		—		298.3
Debt	Debt		146.5		—		—		146.5
Intercompany debt (4)	Intercompany debt (4)		6.0		—		—		6.0
Accrued incentive compensation	Accrued incentive compensation		1.3		26.7		—		28.0
Other liabilities	Other liabilities		3.7		88.5		(75.7)		16.5
Total liabilities	Total liabilities		761.2		661.6		(573.6)		849.2
Equity	Equity
White Mountains’s common shareholders’ equity (3)(4)	White Mountains’s common shareholders’ equity (3)(4)		364.6		—		—		364.6
White Mountains’s common shareholders’ equity (3)(4)
White Mountains’s common shareholders’ equity (3)(4)
Noncontrolling interests	Noncontrolling interests		(.6)		(154.7)		—		(155.3)
Total equity	Total equity		364.0		(154.7)		—		209.3
Total liabilities and equity	Total liabilities and equity		$	1,125.2	$	506.9	$	(573.6)	$	1,058.5

(1) Under GAAP, the BAM Surplus Notes are classified as debt. Under U.S. Statutory accounting, they are classified as policyholders’ surplus.

~~Ark/WM Outrigger~~

~~The following table presents the components of pre-tax income (loss) included in the Ark/WM Outrigger segment for the three and nine months ended September 30, 2023 and 2022:~~
Three Months Ended September 30,
2023 2022
Millions Ark WM
Outrigger Re Eliminations Total Ark
Direct written premiums $ 189.4 $ — $ — $ 189.4 $ 118.6
Assumed written premiums 61.8 6.0 (6.0) 61.8 96.9
Gross written premiums 251.2 6.0 (6.0) 251.2 215.5
Ceded written premiums (26.2) — 6.0 (20.2) (22.9)
Net written premiums $ 225.0 $ 6.0 $ — $ 231.0 $ 192.6
Earned insurance premiums $ 438.3 $ 60.6 $ — $ 498.9 $ 346.1
Net investment income 13.9 3.0 — 16.9 4.9
Net realized and unrealized investment gains (losses) (6.6) — — (6.6) (14.4)
Other revenues 3.6 — — 3.6 6.6
Total revenues 449.2 63.6 — 512.8 343.2
Losses and LAE 258.5 7.3 — 265.8 213.7
Acquisition expenses 71.0 19.3 — 90.3 74.8
General and administrative expenses -
other underwriting 25.5 — — 25.5 13.2
General and administrative expenses - all other 9.8 .1 — 9.9 11.0
Change in fair value of contingent consideration 17.0 — — 17.0 2.7
Interest expense 5.5 — — 5.5 3.7
Total expenses 387.3 26.7 — 414.0 319.1
Pre-tax income (loss) $ 61.9 $ 36.9 $ — $ 98.8 $ 24.1

Nine Months Ended September 30,
2023 2022
Millions Ark WM
Outrigger Re Eliminations Total Ark
Direct written premiums $ 727.1 $ — $ — $ 727.1 $ 563.8
Assumed written premiums 939.6 108.4 (108.4) 939.6 688.7
Gross written premiums 1,666.7 108.4 (108.4) 1,666.7 1,252.5
Ceded written premiums (468.7) — 108.4 (360.3) (246.0)
Net written premiums $ 1,198.0 $ 108.4 $ — $ 1,306.4 $ 1,006.5
Earned insurance premiums $ 971.9 $ 75.4 $ — $ 1,047.3 $ 757.8
Net investment income 33.5 7.7 — 41.2 9.7
Net realized and unrealized investment gains (losses) 35.9 — — 35.9 (76.5)
Other revenues (1.1) — — (1.1) 10.1
Total revenues 1,040.2 83.1 — 1,123.3 701.1
Losses and LAE 573.2 7.9 — 581.1 456.2
Acquisition expenses 189.3 22.2 — 211.5 174.9
General and administrative expenses -
other underwriting 78.5 — — 78.5 53.9
General and administrative expenses - all other 26.8 .2 — 27.0 21.0
Change in fair value of contingent consideration 16.8 — — 16.8 4.9
Interest expense 15.7 — — 15.7 10.6
Total expenses 900.3 30.3 — 930.6 721.5
Pre-tax income (loss) $ 139.9 $ 52.8 $ — $ 192.7 $ (20.4)

For the years of account subsequent to the Ark Transaction, Ark is no longer using TPC Providers to provide underwriting capital for the Syndicates. During the first quarter of 2023, an RITC agreement was executed such that the outstanding loss and LAE reserves for claims arising out of the 2020 year of account, for which the TPC Providers’ participation in the total net results of the Syndicates was 43%, were reinsured into the 2021 year of account, for which the TPC Providers’ participation in the total net results of the Syndicates was 0%. Captions within Ark’s results of operations for the three and nine months ended September 30, 2022 are shown net of amounts relating to TPC Providers’ share of the Syndicates’ results, including investment results.

~~Ark/WM Outrigger Results—Three Months Ended September 30, 2023 versus Three Months Ended September 30, 2022~~

The Ark/WM Outrigger segment’s combined ratio was 77% in the third quarter of 2023. The Ark/WM Outrigger segment reported gross written premiums of $251 million, net written premiums of $231 million and net earned premiums of $499 million in the third quarter of 2023. The Ark/WM Outrigger segment reported pre-tax income of $99 million in the third quarter of 2023.

Ark’s combined ratio was 81% in the third quarter of 2023 compared to 87% in the third quarter of 2022. Ark’s combined ratio in the third quarter of 2023 included 11 points of catastrophe losses, which included losses from Hurricane Idalia, the Maui wildfires and various smaller events, compared to 21 points of catastrophe losses in the third quarter of 2022, driven primarily by losses from Hurricane Ian. Ark’s combined ratio in the third quarter 2023 included less than one point of net favorable prior year development. This compared to three points of net favorable prior year development in the third quarter of 2022, driven primarily by good claims experience across most classes including the property and specialty lines of business, predominantly from business underwritten in London.

Ark reported gross written premiums of $251 million, net written premiums of $225 million and net earned premiums of $438 million in the third quarter of 2023 compared to gross written premiums of $216 million, net written premiums of $193 million and net earned premiums of $346 million in the third quarter of 2022. Ark reported pre-tax income of $62 million in the third quarter of 2023 compared to $24 million in the third quarter of 2022. Ark’s results included net realized and unrealized investment losses of $7 million in the third quarter of 2023, driven primarily by the impact of foreign currency on its investment portfolio, compared to $14 million in the third quarter of 2022, driven primarily by net unrealized investment losses on its fixed income portfolio and the impact of foreign currency on its investment portfolio. Ark’s results also included $17 million for the increase in the fair value of its contingent consideration liabilities compared to $3 million in the third quarter of 2022.

Ark has exposure to the ongoing conflict within the geographical area of Israel and Gaza, primarily through its specialty (political risk/violence), marine and accident & health lines of business. At this time, Ark does not expect losses from the conflict to have a material impact on its results of operations or financial condition. However, losses could increase depending upon the scope and duration of the conflict.

WM Outrigger Re’s combined ratio was 44% in the third quarter of 2023. WM Outrigger Re reported gross and net written premiums of $6 million and net earned premiums of $61 million in the third quarter of 2023. WM Outrigger Re’s catastrophe premiums are earned in proportion to the insurance protection provided.~~WM Outrigger Re reported pre-tax income $37 million in the third quarter of 2023.~~

~~The following table presents the Ark/WM Outrigger segment’s insurance premiums, insurance expenses and insurance ratios for the three months ended September 30, 2023 and 2022:~~

Three Months Ended September 30,
2023 2022
$ in Millions Ark WM Outrigger Re Eliminations Total Ark
Insurance premiums:
Gross written premiums $ 251.2 $ 6.0 $ (6.0) $ 251.2 $ 215.5
Net written premiums $ 225.0 $ 6.0 $ — $ 231.0 $ 192.6
Net earned premiums $ 438.3 $ 60.6 $ — $ 498.9 $ 346.1
Insurance expenses:
Loss and loss adjustment expenses $ 258.5 $ 7.3 $ — $ 265.8 $ 213.7
Acquisition expenses 71.0 19.3 — 90.3 74.8
Other underwriting expenses (1)
25.5 — — 25.5 13.2
Total insurance expenses $ 355.0 $ 26.6 $ — $ 381.6 $ 301.7
Insurance ratios:
Loss and loss adjustment expense 59.0 % 12.0 % — % 53.3 % 61.7 %
Acquisition expense 16.2 31.8 — 18.1 21.6
Other underwriting expense 5.8 — — 5.1 3.8
Combined Ratio 81.0 % 43.8 % — % 76.5 % 87.1 %

~~(1)~~ ~~Included within general and administrative expenses~~

~~Gross Written Premiums~~

Gross written premiums increased 17% to $251 million in the third quarter of 2023 compared to the third quarter of 2022, with risk adjusted rate change up approximately 11% year over year. The increase in gross written premiums was driven primarily by the property line of business for both insurance and reinsurance across London and Bermuda, reflecting the rate environment and additional capacity provided by Outrigger Re Ltd., as well as the marine & energy line of business. The risk adjusted rate change on the Outrigger Re Ltd. portfolio of global property reinsurance was 17% in the third quarter of 2023. The following table presents the Ark/WM Outrigger segment’s gross written premiums by line of business for the three months ended September 30, 2023 and 2022:

Three Months Ended September 30,
Millions 2023 2022
Property $ 123.9 $ 102.6
Marine & Energy 49.0 36.0
Specialty 39.1 43.5
Casualty 27.3 21.4
Accident & Health 11.9 12.0
Total Gross Written Premium $ 251.2 $ 215.5

~~Ark/WM Outrigger Results— Nine Months Ended September 30, 2023 versus Nine Months Ended September 30, 2022~~

~~The Ark/WM Outrigger segment’s combined ratio was 83% in the first nine months of 2023.~~The Ark/WM Outrigger segment reported gross written premiums of $1,667 million, net written premiums of $1,306 million and net earned premiums of $1,047 million in the first nine months of 2023. The Ark/WM Outrigger segment reported pre-tax income of $193 million in the first nine months of 2023.

Ark’s combined ratio was 87% in the first nine months of 2023, compared to 90% in the first nine months of 2022. Ark’s combined ratio in the first nine months of 2023 included seven points of catastrophe losses, which included losses from Hurricane Idalia, the Maui wildfires and various smaller events, compared to 17 points of catastrophe losses in the first nine months of 2022, driven primarily by losses from Hurricane Ian and the conflict in Ukraine. Ark’s combined ratio in the first nine months of 2023 also included two points of net unfavorable prior year development, driven primarily by Winter Storm Elliot and three large claims in the property and marine & energy lines of business, compared to five points of net favorable prior year development in the first nine months of 2022, driven primarily by good claims experience across most classes including the property and specialty lines of business, predominantly from business underwritten in London.

Ark reported gross written premiums of $1,667 million, net written premiums of $1,198 million and net earned premiums of $972 million in the first nine months of 2023, compared to gross written premiums of $1,253 million, net written premiums of $1,007 million and net earned premiums of $758 million in the first nine months of 2022. Ark reported pre-tax income (loss) of $140 million in the first nine months of 2023 compared to $(20) million in the first nine months of 2022. Ark’s results included net realized and unrealized investment gains (losses) of $36 million in the first nine months of 2023, driven primarily by net unrealized investment gains on other long-term investments, compared to $(77) million in the first nine months of 2022, driven primarily by net unrealized investment losses on its fixed income portfolio and the impact of foreign currency on its investment portfolio. Ark’s results also included $17 million for the increase in the fair value of its contingent consideration liabilities compared to $5 million in the first nine months of 2022.

WM Outrigger Re’s combined ratio was 40% in the first nine months of 2023. WM Outrigger Re reported gross and net written premiums of $108 million and net earned premiums of $75 million in the first nine months of 2023. WM Outrigger Re reported pre-tax income $53 million in the first nine months of 2023.

~~The following table presents the Ark/WM Outrigger segment’s insurance premiums, insurance expenses and insurance ratios for the nine months ended September 30, 2023 and 2022:~~

Nine Months Ended September 30,
2023 2022
$ in Millions Ark WM Outrigger Re Eliminations Total Ark
Insurance premiums:
Gross written premiums $ 1,666.7 $ 108.4 $ (108.4) $ 1,666.7 $ 1,252.5
Net written premiums $ 1,198.0 $ 108.4 $ — $ 1,306.4 $ 1,006.5
Net earned premiums $ 971.9 $ 75.4 $ — $ 1,047.3 $ 757.8
Insurance expenses:
Loss and loss adjustment expenses $ 573.2 $ 7.9 $ — $ 581.1 $ 456.2
Acquisition expenses 189.3 22.2 — 211.5 174.9
Other underwriting expenses (1)
78.5 — — 78.5 53.9
Total insurance expenses $ 841.0 $ 30.1 $ — $ 871.1 $ 685.0
Insurance ratios:
Loss and loss adjustment expense 59.0 % 10.5 % — % 55.5 % 60.2 %
Acquisition expense 19.5 29.4 — 20.2 % 23.1
Other underwriting expense 8.1 — — 7.5 % 7.1
Combined Ratio 86.6 % 39.9 % — % 83.2 % 90.4 %

~~Gross Written Premiums~~

Gross written premiums increased 33% to $1,667 million in the first nine months of 2023 compared to the third quarter of 2022, with risk adjusted rate change up approximately 16% year over year. The increase in gross written premiums was driven primarily by the property line of business for both insurance and reinsurance across London and Bermuda, reflecting the rate environment and additional capacity provided by Outrigger Re Ltd., as well as the specialty and marine & energy lines of business. The risk adjusted rate change on the Outrigger Re Ltd. portfolio of global property reinsurance was 36% in the first nine months of 2023. The following table presents the Ark/WM Outrigger segment’s gross written premiums by line of business for the nine months ended September 30, 2023 and 2022:

Nine Months Ended September 30,
Millions 2023 2022
Property $ 809.4 $ 521.7
Specialty 381.9 327.2
Marine & Energy 332.3 271.2
Casualty 84.2 72.2
Accident & Health 58.9 60.2
Total Gross Written Premium $ 1,666.7 $ 1,252.5

~~Ark/WM Outrigger Balance Sheets~~

~~The following tables present amounts from Ark and WM Outrigger Re that are contained within White Mountains’s consolidated balance sheet as of September 30, 2023 and December 31, 2022:~~

September 30, 2023
Millions Ark WM Outrigger Re Eliminations and Segment Adjustments Total
Assets
Fixed maturity investments, at fair value $ 775.0 $ — $ — $ 775.0
Common equity securities, at fair value 384.9 — — 384.9
Short-term investments, at fair value 616.7 233.3 — 850.0
Other long-term investments 416.6 — — 416.6
Total investments 2,193.2 233.3 — 2,426.5
Cash 129.5 .1 — 129.6
Reinsurance recoverables 579.4 — (41.0) 538.4
Insurance premiums receivable 781.6 58.3 (58.3) 781.6
Deferred acquisition costs 172.8 5.9 — 178.7
Goodwill and other intangible assets 292.5 — — 292.5
Other assets 66.9 — — 66.9
Total assets $ 4,215.9 $ 297.6 $ (99.3) $ 4,414.2
Liabilities
Loss and loss adjustment expense reserves $ 1,571.8 $ 8.0 $ (8.0) $ 1,571.8
Unearned insurance premiums 984.6 33.0 (33.0) 984.6
Debt 184.6 — — 184.6
Reinsurance payable 204.6 — (58.3) 146.3
Contingent consideration 62.1 — — 62.1
Other liabilities 132.0 — — 132.0
Total liabilities 3,139.7 41.0 (99.3) 3,081.4
Equity
White Mountains’s common shareholders’ equity 796.4 256.6 — 1,053.0
Noncontrolling interests 279.8 — — 279.8
Total equity 1,076.2 256.6 — 1,332.8
Total liabilities and equity $ 4,215.9 $ 297.6 $ (99.3) $ 4,414.2

December 31, 2022
Millions Ark
WM Outrigger Re (1)
Eliminations and Segment Adjustments Total
Assets
Fixed maturity investments, at fair value $ 772.8 $ — $ — $ 772.8
Common equity securities, at fair value 334.6 — — 334.6
Short-term investments, at fair value 280.9 203.7 — 484.6
Other long-term investments 373.6 — — 373.6
Total investments 1,761.9 203.7 — 1,965.6
Cash 100.0 1.5 — 101.5
Reinsurance recoverables 595.3 — — 595.3
Insurance premiums receivable 544.1 — — 544.1
Deferred acquisition costs 127.2 — — 127.2
Goodwill and other intangible assets 292.5 — — 292.5
Other assets 65.2 — — 65.2
Total assets $ 3,486.2 $ 205.2 $ — $ 3,691.4
Liabilities
Loss and loss adjustment expense reserves $ 1,296.5 $ — $ — $ 1,296.5
Unearned insurance premiums 623.2 — — 623.2
Debt 183.7 — — 183.7
Reinsurance payable 251.1 — — 251.1
Contingent consideration 45.3 — — 45.3
Other liabilities 121.1 1.2 — 122.3
Total liabilities 2,520.9 1.2 — 2,522.1
Equity
White Mountains’s common shareholders’ equity 717.4 204.0 — 921.4
Noncontrolling interests 247.9 — — 247.9
Total equity 965.3 204.0 — 1,169.3
Total liabilities and equity $ 3,486.2 $ 205.2 $ — $ 3,691.4

~~(1)~~ ~~Amounts as of December 31, 2022 for WM Outrigger Re have been reclassified from Other Operations to the Ark/WM Outrigger segment to conform to the presentation as of September 30, 2023.~~

Kudu

As of ~~September 30, 2023,~~March 31, 2024, Kudu had deployed a total of ~~$828~~$885 million, including transaction costs, ~~in 23~~into 25 asset and wealth management firms globally, including three that have been exited. As of ~~September 30, 2023,~~March 31, 2024, the asset and wealth management firms had combined assets under management of approximately ~~$75~~$109 billion, spanning a range of asset classes, including real estate, wealth management, hedge funds, private equity and alternative credit strategies.

~~During 2023, White Mountains committed~~ Kudu’s capital was deployed at an ~~incremental $150 million~~average gross cash yield at inception of ~~equity capital to Kudu for the purposes of future deployments. Kudu expects to begin drawing on this commitment in the fourth quarter of 2023.~~9.9%.

The following table presents the components of GAAP net income, EBITDA and adjusted EBITDA included in the Kudu segment for the three ~~and nine~~ months ended ~~September 30, 2023~~March 31, 2024 and ~~2022:~~2023:


		Three Months Ended September 30,				Nine Months Ended September 30,
				Three Months Ended March 31,
				Three Months Ended March 31,
				Three Months Ended March 31,
Millions	Millions	2023		2022		2023		2022		Millions	2024	2023

Net investment income		$	15.1	$	14.8	$	44.0	$	41.2
Net investment income (1)
Net investment income (1)
Net investment income (1)
Net realized and unrealized investment gains (losses)	Net realized and unrealized investment gains (losses)	11.2		41.1		45.4		45.8

Total revenues	Total revenues	26.3		55.9		89.4		87.0
Total revenues
Total revenues
General and administrative expenses	General and administrative expenses	4.5		4.5		12.3		10.4

Interest expense
Interest expense
Interest expense	Interest expense	5.5		4.2		15.5		10.3
Total expenses	Total expenses	10.0		8.7		27.8		20.7
GAAP pre-tax income (loss)	GAAP pre-tax income (loss)	16.3		47.2		61.6		66.3
Income tax (expense) benefit	Income tax (expense) benefit	(4.6)		(16.6)		(13.9)		(21.1)
GAAP net income (loss)	GAAP net income (loss)	11.7		30.6		47.7		45.2
Add back:	Add back:
Interest expense	Interest expense	5.5		4.2		15.5		10.3
Interest expense
Interest expense
Income tax expense (benefit)	Income tax expense (benefit)	4.6		16.6		13.9		21.1
General and administrative expenses - depreciation		.1		—		.1		—
Depreciation expense
Amortization of other intangible assets	Amortization of other intangible assets	—		—		.2		.2
EBITDA (2)	EBITDA (2)	21.9		51.4		77.4		76.8
Exclude:	Exclude:
Net realized and unrealized investment (gains) losses	Net realized and unrealized investment (gains) losses	(11.2)		(41.1)		(45.4)		(45.8)
Non-cash equity-based compensation expense		—		—		—		.1
Net realized and unrealized investment (gains) losses
Net realized and unrealized investment (gains) losses

Transaction expenses
Transaction expenses
Transaction expenses	Transaction expenses	1.1		1.2		2.4		1.4
Adjusted EBITDA (2)	Adjusted EBITDA (2)	$	11.8	$	11.5	$	34.4	$	32.5

(1) Net investment income includes revenues from participation contracts and income from short-term and other long-term investments.

(2) See “NON-GAAP FINANCIAL MEASURES” on page 7470.

The following table presents the changes in the fair value of Kudu’s Participation Contracts:

Three Months Ended September 30, Nine Months Ended September 30,
Millions 2023 2022 2023 2022
Beginning balance of Kudu’s Participation Contracts $ 737.1 $ 727.0 $ 695.9 $ 669.5
Contributions to Participation Contracts 26.7 45.1 144.1 (1) 97.9
Proceeds from Participation Contracts sold — — (110.4) (1) —
Net realized and unrealized investment gains (losses) on Participation Contracts sold and pending sale (2)
(.6) 16.3 (1.8) 40.7
Net unrealized investment gains (losses) on Participation Contracts - all other (3)
12.1 24.8 47.5 5.1
Ending balance of Kudu’s Participation Contracts (4)
$ 775.3 $ 813.2 $ 775.3 $ 813.2


	Three Months Ended March 31,
Millions			2024			2023
Beginning balance of Kudu’s Participation Contracts (1)			$	890.5		$	695.9
Contributions to Participation Contracts (2)			—			66.7
Proceeds from Participation Contracts sold (2)(3)			—			(109.0)
Net realized and unrealized investment gains (losses) on Participation Contracts sold and pending sale (4)			(3.1)			(2.1)
Net unrealized investment gains (losses) on Participation Contracts - all other (5)		(3.2)			31.7

Ending balance of Kudu’s Participation Contracts (1)			$	884.2		$	683.2

(1) As of January 1, 2024 and March 31, 2024, Kudu’s other long-term investments also includes $5.8 and $5.7 related to a private debt instrument.

(2) Includes $35.8 of non-cash contributions to (proceeds from) Participation ~~Contracts.~~Contracts for the three months ended March 31, 2023.

~~(2)~~(3) Includes $10.3 of proceeds receivable from Participation Contracts sold during the three months ended March 31, 2023.

(4) Includes net realized and unrealized investment gains (losses) recognized from Participation Contracts beginning in the quarter a contract is classified as pending sale.

~~(3)~~(5) Includes net unrealized investment gains (losses) recognized from (i) ongoing Participation Contracts and (ii) Participation Contracts prior to classification as pending sale.

~~(4)~~ ~~As of September 30, 2023, Kudu’s other long-term investments also include $5.4 related to a private debt instrument.~~

6459

Kudu Results—Three Months Ended ~~September 30, 2023~~March 31, 2024 versus Three Months Ended ~~September 30, 2022~~March 31, 2023

Kudu reported total revenues of ~~$26~~$11 million, pre-tax income of ~~$16~~$2 million and adjusted EBITDA of ~~$12~~$14 million in the ~~third~~first quarter of ~~2023~~2024 compared to total revenues of ~~$56~~$44 million, pre-tax income of ~~$47~~$35 million and adjusted EBITDA of ~~$12~~$11 million in the ~~third~~first quarter of ~~2022.~~2023. Total revenues, pre-tax income and adjusted EBITDA included $15 million of net investment income in both the third quarter of 2023 and 2022. Net investment income in the third quarter of 2023 compared to the third quarter of 2022 included higher dividends from existing Participation Contracts, due to growth in assets under management, as well as the impact of new deployments made subsequent to September 30, 2022, offset by a decrease in dividends due to sale transactions. Total revenues and pre-tax income also included $11 million of net realized and unrealized investment gains in the third quarter of 2023 compared to $41 million in the third quarter of 2022. Net realized and unrealized investment gains in the third quarter of 2022 were positively impacted by two Participation Contracts pending sale.

~~Kudu Results—Nine Months Ended September 30, 2023 versus Nine Months Ended September 30, 2022~~

Kudu reported total revenues of $89 million, pre-tax income of $62 million and adjusted EBITDA of $34 million in the first nine months of 2023, compared to total revenues of $87 million, pre-tax income of $66 million and adjusted EBITDA of $33 million in the first nine months of 2022. Total revenues, pre-tax income and adjusted EBITDA included $44$17 million of net investment income in the first ~~nine months~~quarter of ~~2023~~2024 compared to ~~$41~~$14 million in the first ~~nine months~~quarter of ~~2022.~~2023. The increase in net investment income in the first ~~nine months~~quarter of ~~2023~~2024 compared to the first ~~nine months~~quarter of ~~2022~~2023 was driven primarily by amounts earned from $140 million in new deployments that Kudu made ~~during 2022 and~~subsequent to March 31, 2023, ~~partially offset by a decrease~~as well as growth in ~~dividends due to sale transactions.~~assets under management across the portfolio. Total revenues and pre-tax income also included ~~$45~~$(7) million of net realized and unrealized investment gains (losses) in the first ~~nine months~~quarter of ~~2023,~~2024, driven primarily by ~~positive returns on existing Participation Contracts,~~unrealized currency losses, higher discount rates and a decline in share price for one holding that is publicly traded, compared to ~~$46~~$30 million in the first ~~nine~~quarter of 2023, driven primarily by growth in assets under management at several managers.

Bamboo

On January 2, 2024, White Mountains closed the Bamboo Transaction in accordance with the terms of the Bamboo Merger Agreement, investing $297 million of equity into Bamboo, which included the contribution of $36 million to retire Bamboo’s legacy credit facility and the contribution of $20 million of primary capital. The consideration is subject to customary purchase price adjustments. At closing, White Mountains owned 72.8% of Bamboo on a basic shares outstanding basis (63.7% on a fully-diluted/fully-converted basis, taking account of management’s equity incentives), while Bamboo management owned 16.1% of basic shares outstanding (26.6% on a fully-diluted/fully-converted basis). See Note 2 — “Significant Transactions”.

Bamboo is a capital-light, tech- and data-enabled insurance distribution platform providing homeowners’ insurance and related products to the residential property market in California. Bamboo operates primarily through Bamboo MGA, its full-service MGA business, where the company manages all aspects of the placement process on behalf of its fronting and reinsurance partners, including product development, marketing, underwriting, policy issuance and claims oversight, and it earns commissions based on the volume and profitability of the insurance that it places. It offers both admitted and non-admitted products. Bamboo also operates two separate but integrated businesses: (i) a retail agency, within Bamboo MGA, offering ancillary products on behalf of third parties and (ii) Bamboo Captive, a Bermuda-domiciled captive reinsurer that participates in the underwriting risk of Bamboo’s MGA programs to align interests with reinsurance partners.

The following table presents the components of GAAP net income (loss), MGA net income (loss), MGA EBITDA and MGA Adjusted EBITDA included in White Mountains’s Bamboo segment for the three months ~~of 2022, driven by the positive impact from two Participation Contracts pending sale.~~ended March 31, 2024.


Millions	Three Months Ended March 31, 2024
Commission and fee revenues	$	21.9
Earned insurance premiums	8.4


Other revenues	.8
Total revenues	31.1
Broker commission expenses	9.3
Loss and loss adjustment expenses	5.8
Acquisition expenses	3.1
General and administrative expenses	12.0
Total expenses	30.2
GAAP pre-tax income (loss)	.9
Income tax (expense) benefit	.7
GAAP net income (loss)	1.6

Exclude:
Net (income) loss, Bamboo Captive	.4
MGA net income (loss) (1)	2.0

Add back:
Income tax expense (benefit)	(.7)
Amortization of other intangible assets	4.2
MGA EBITDA (1)	5.5

Exclude:
Non-cash equity-based compensation expense	.3
Software implementation expenses	.5
Restructuring expenses	.1

MGA adjusted EBITDA (1)	$	6.4

(1) See “NON-GAAP FINANCIAL MEASURES” on page 70.

Bamboo Results— Three Months Ended March 31, 2024

Bamboo reported commission and fee revenues of $22 million and pre-tax income of $1 million for the first quarter of 2024. Commission and fee revenues were more than triple Bamboo’s commission and fee revenues for the first quarter of 2023 (prior to White Mountains’s ownership of Bamboo), driven primarily by higher managed premiums. Bamboo reported MGA pre-tax income of $2 million and MGA adjusted EBITDA of $6 million for the first quarter of 2024.

Managed premiums

Managed premiums represent the total premium placed by Bamboo during the period. Managed premiums more than tripled to $90 million for the first quarter of 2024 compared to $28 million for the first quarter of 2023 (prior to White Mountains’s ownership of Bamboo), driven primarily by growth in new business volumes and a growing renewal book. The following table presents Bamboo’s managed premiums for the three months ended March 31, 2024 and 2023, which includes the period prior to White Mountains’s ownership of Bamboo. White Mountains believes this information is useful in understanding the overall growth in Bamboo’s premium base.


	Three Months Ended March 31,
Millions	2024		2023
New	$	65.8	$	13.3
Renewal	23.7		14.9
Total	$	89.5	$	28.2

Other Operations

The following table presents the components of pre-tax income (loss) included in White Mountains’s Other Operations for the three ~~and nine~~ months ended ~~September 30, 2023~~March 31, 2024 and ~~2022:~~2023:


		Three Months Ended September 30,				Nine Months Ended September 30,
				Three Months Ended March 31,
				Three Months Ended March 31,
				Three Months Ended March 31,
Millions	Millions	2023		2022		2023		2022		Millions	2024	2023
Net investment income	Net investment income	$	8.0	$	8.5	$	22.0	$	13.6
Net realized and unrealized investment gains (losses)	Net realized and unrealized investment gains (losses)	8.0		(17.3)		125.8		2.8
Net realized and unrealized investment gains (losses) from investment in MediaAlpha	Net realized and unrealized investment gains (losses) from investment in MediaAlpha	(46.8)		(18.6)		(38.9)		(113.3)
Commission revenues	Commission revenues	3.5		3.2		10.0		8.7
Other revenues	Other revenues	15.2		33.0		67.1		89.6
Total revenues	Total revenues	(12.1)		8.8		186.0		1.4
Cost of sales	Cost of sales	8.0		25.0		33.5		68.8
General and administrative expenses	General and administrative expenses	42.2		41.3		130.7		122.1
Interest expense	Interest expense	.9		.6		2.9		1.2
Total expenses	Total expenses	51.1		66.9		167.1		192.1
Pre-tax income (loss)	Pre-tax income (loss)	$	(63.2)	$	(58.1)	$	18.9	$	(190.7)

Other Operations Results—Three Months Ended ~~September 30, 2023~~March 31, 2024 versus Three Months Ended ~~September 30, 2022~~

~~White Mountains’s Other Operations reported pre-tax loss of $63 million in the third quarter of~~March 31, 2023 compared to $58 million in the third quarter of 2022. White Mountains’s Other Operations reported unrealized investment losses from its investment in MediaAlpha of $47 million in the third quarter of 2023 compared to $19 million in the third quarter of 2022. Excluding MediaAlpha, White Mountains’s Other Operations reported net realized and unrealized investment gains (losses) of $8 million in the third quarter of 2023 compared to $(17) million in the third quarter of 2022. The net realized and unrealized investment gains in the third quarter of 2023 were driven by gains from other long-term investments, substantially offset by losses from common equity securities and the fixed income portfolio, while the results in the third quarter of 2022 were driven by losses in the fixed income portfolio, common equity securities and other long-term investments. White Mountains’s Other Operations reported net investment income of $8 million in the third quarter of 2023 compared to $9 million in the third quarter of 2022. See ~~Summary of Investment Results~~ ~~on page~~ 67.

White Mountains’s Other Operations reported $15 million of other revenues in the third quarter of 2023 compared to $33 million in the third quarter of 2022. White Mountains’s Other Operations reported $8 million of cost of sales in the third quarter of 2023 compared to $25 million in the third quarter of 2022. The decreases in other revenues and cost of sales were driven primarily by a recent sale within Other Operations.

~~White Mountains’s Other Operations reported general and administrative expenses of $42 million in the third quarter of 2023 compared to $41 million in the third quarter of 2022.~~

White Mountains’s Other Operations includes its investment in PassportCard/DavidShield, which has operations, including its principal executive office, in Israel. White Mountains is monitoring the ongoing conflict in Israel but does not expect that any effect on PassportCard/DavidShield will have a material impact on White Mountains’s results of operations or financial condition.

~~Other Operations Results—Nine Months Ended September 30, 2023 versus Nine Months Ended September 30, 2022~~

White Mountains’s Other Operations reported pre-tax income ~~(loss)~~ of ~~$19~~$202 million in the first ~~nine months~~quarter of ~~2023,~~2024 compared to ~~$(191)~~$114 million in the first ~~nine months~~quarter of ~~2022.~~2023. White Mountains’s Other Operations results included unrealized investment ~~losses~~gains from its investment in MediaAlpha of ~~$39~~$211 million in the first ~~nine months~~quarter of ~~2023~~2024 compared to ~~$113~~$85 million in the first ~~nine months~~quarter of ~~2022.~~2023. Excluding MediaAlpha, White Mountains’s Other Operations results included net realized and unrealized investment gains of ~~$126~~$22 million in the first ~~nine months~~quarter of ~~2023~~2024 compared to $3$42 million in the first ~~nine months~~quarter of ~~2022.~~2023. The net realized and unrealized investment gains for the first ~~nine months~~quarter of 2024 and 2023 were driven primarily by net unrealized investment gains from ~~other long-term investments and~~ common equity securities ~~partially offset by losses from the fixed income portfolio, while the results for the first nine months of 2022 were driven by gains from~~and other long-term ~~investments, partially offset by losses in the fixed income portfolio and common equity securities.~~investments. White Mountains’s Other Operations results included net investment income of ~~$22~~$10 million in the first ~~nine months~~quarter of ~~2023~~2024 compared to ~~$14~~$7 million in the first ~~nine months~~quarter of ~~2022.~~2023. See Summary of Investment Results on page 6763.

White Mountains’s Other Operations reported ~~$67~~$14 million of other revenues in the first ~~nine months~~quarter of ~~2023~~2024 compared to ~~$90~~$31 million in the first ~~nine months~~quarter of ~~2022.~~2023. Other revenues in the first ~~nine months~~quarter of 2023 included a transaction gain from a ~~recent~~ sale within Other Operations, which was more than offset by a reduction in operating revenues for the sold entity. White Mountains’s Other Operations reported ~~$34~~$8 million of cost of sales in the first ~~nine months~~quarter of ~~2023~~2024 compared to ~~$69~~$14 million in the first ~~nine months~~quarter of ~~2022.~~2023. The decrease in cost of sales was driven primarily by the ~~recent~~ sale within Other Operations.

White Mountains’s Other Operations reported general and administrative expenses of ~~$131~~$50 million in the first ~~nine months~~quarter of ~~2023~~2024 compared to ~~$122~~$40 million in the first ~~nine months~~quarter of ~~2022. The increase in~~2023. Other Operations general and administrative expenses in the first ~~nine months~~quarter of ~~2023~~2024 included $31 million of parent company compensation and benefits compared to $20 million in the first ~~nine months~~quarter of ~~2022~~2023. The increase in parent company compensation and benefits was driven primarily by ~~two acquisitions within Other Operations in the second half of 2022, partially offset by a decrease~~higher long-term incentive compensation costs due to the ~~recent sale within Other Operations.~~increase in White Mountains’s share price during the first quarter of 2024.

6662

II. Summary of Investment Results

White Mountains’s total investment results include results from all segments. For purposes of discussing rates of return, percentages are presented gross of management fees and trading expenses. ~~For 2022 returns, percentages are calculated before any adjustments for TPC Providers in order to produce a better comparison to benchmark returns.~~

Gross Investment Returns and Benchmark Returns

The following table presents the pre-tax investment returns for White Mountains’s consolidated portfolio for the three ~~and nine~~ months ended ~~September 30, 2023~~March 31, 2024 and ~~2022:~~2023:


				Three Months Ended March 31,
				Three Months Ended March 31,
				Three Months Ended March 31,
												2024			2023
		Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022		2023		2022

Fixed income investments

Fixed income investments

Fixed income investments	Fixed income investments	—	%	(0.8)	%	2.5	%	(6.3)	%		0.7	%		1.9	%
Bloomberg Barclays U.S. Intermediate Aggregate Index	Bloomberg Barclays U.S. Intermediate Aggregate Index	(1.9)	%	(3.8)	%	(0.3)	%	(11.0)	%	Bloomberg Barclays U.S. Intermediate Aggregate Index		(0.4)	%		2.4	%

Common equity securities	Common equity securities	(2.5)	%	1.8	%	6.8	%	(2.0)	%
Common equity securities
Common equity securities												4.4	%		4.5	%

Investment in MediaAlpha
Investment in MediaAlpha
Investment in MediaAlpha	Investment in MediaAlpha	(19.9)	%	(11.2)	%	(17.2)	%	(43.3)	%		82.7	%		50.6	%
Other long-term investments	Other long-term investments	2.8	%	3.0	%	12.4	%	7.7	%	Other long-term investments		1.4	%		4.2	%
Total common equity securities, investment in MediaAlpha and other long-term investments	Total common equity securities, investment in MediaAlpha and other long-term investments	(0.4)	%	1.6	%	8.6	%	(0.7)	%	Total common equity securities, investment in MediaAlpha and other long-term investments		9.5	%		7.6	%
Total common equity securities and other long-term investments	Total common equity securities and other long-term investments	1.4	%	2.8	%	11.1	%	6.0	%	Total common equity securities and other long-term investments		2.0	%		4.4	%
S&P 500 Index (total return)	S&P 500 Index (total return)	(3.3)	%	(4.9)	%	13.1	%	(23.9)	%	S&P 500 Index (total return)		10.6	%		7.5	%

Total consolidated portfolio	Total consolidated portfolio	(0.2)	%	0.4	%	5.3	%	(3.6)	%
Total consolidated portfolio
Total consolidated portfolio												4.6	%		4.5	%
Total consolidated portfolio - excluding MediaAlpha	Total consolidated portfolio - excluding MediaAlpha	0.6	%	0.5	%	6.3	%	(1.4)	%	Total consolidated portfolio - excluding MediaAlpha		1.2	%		3.0	%

Investment Returns—Three ~~and Nine~~ Months Ended ~~September 30, 2023~~March 31, 2024 versus Three ~~and Nine~~ Months Ended ~~September 30, 2022~~March 31, 2023

White Mountains’s total consolidated portfolio return on invested assets was ~~0.4%~~4.5% in the ~~third~~first quarter of ~~2022,~~2023, which included ~~$19~~$85 million of unrealized investment ~~losses~~gains from White Mountains’s investment in MediaAlpha. Excluding MediaAlpha, the total consolidated portfolio return on invested assets was ~~0.5%~~3.0% in the ~~third~~first quarter of ~~2022,~~2023, driven primarily by net unrealized investment gains ~~and net investment income~~ from other long-term investments ~~partially offset by~~and common equity securities, as well as net unrealized investment ~~losses~~gains in the fixed income portfolio due to ~~rising~~a decline in interest rates.

White Mountains’s total consolidated portfolio return on invested assets was 5.3% in the first nine months of 2023, which included $39 million of unrealized investment losses from White Mountains’s investment in MediaAlpha. Excluding MediaAlpha, the total consolidated portfolio return on invested assets was 6.3% in the first nine months of 2023, driven primarily by net realized and unrealized investment gains and net investment income from other long-term investments, net investment income from the fixed income portfolio and net realized and unrealized investment gains from common equity securities. White Mountains’s total consolidated portfolio return on invested assets was -3.6% in the first nine months of 2022, which included $113 million of unrealized investment losses from White Mountains’s investment in MediaAlpha. Excluding MediaAlpha, the total consolidated portfolio return on invested assets was -1.4% in the first nine months of 2022, driven primarily by net unrealized investment losses in the fixed income portfolio due to rising interest rates, partially offset by net realized and unrealized gains and net investment income from other long-term investments.

Fixed Income Results

White Mountains’s fixed income portfolio, including short-term investments, was ~~$3.1~~$3.3 billion and ~~$2.8~~$3.6 billion as of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, which represented ~~54%~~52% and ~~55%~~56% of total invested assets. The decrease was driven primarily by the deployment of capital relating to the Bamboo Transaction. The duration of White Mountains’s fixed income portfolio, including short-term investments, was ~~2.1~~2.3 years and ~~2.3~~1.9 years as of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022.~~2023. White Mountains’s fixed income portfolio includes fixed maturity and short-term investments held on deposit or as collateral. See Note 3 — “Investment Securities.”

White Mountains’s fixed income portfolio ~~return was flat~~returned 0.7% in the ~~third~~first quarter of 2024 compared to 1.9% in the first quarter of 2023, ~~compared to -0.8% in the third quarter of 2022,~~ outperforming and underperforming the Bloomberg Barclays U.S. Intermediate Aggregate Index returns of ~~-1.9%~~-0.4% and ~~-3.8%~~2.4% for the comparable periods. The results in both the ~~third~~first quarter of 2024 and 2023 were driven primarily by ~~net investment income, offset by net unrealized investment losses due to~~ the ~~increase in interest rates on White Mountains’s~~ short duration ~~portfolio. The results in the third quarter~~positioning of ~~2022 were driven primarily by net unrealized investment losses due to the increase in interest rates on White Mountains’s short duration portfolio.~~

White Mountains’s fixed income portfolio returned 2.5% in the first nine months of 2023, compared to -6.3% in the first nine months of 2022, outperforming the Bloomberg Barclays U.S. Intermediate Aggregate Index returns of -0.3% and -11.0% for the comparable periods. The results in the first nine months of 2023 were driven primarily by net investment income due to the increase in shorter-term interest rates. The results in the first nine months of 2022 were driven primarily by net unrealized investment losses due to the increase inas interest rates ~~on White Mountains’s short duration portfolio.~~fluctuated in each respective period.

Common Equity Securities, Investment in MediaAlpha and Other Long-Term Investments Results

White Mountains’s portfolio of common equity securities, its investment in MediaAlpha and other long-term investments was ~~$2.7~~$3.0 billion and ~~$2.3~~$2.8 billion as of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, which represented ~~46%~~48% and ~~45%~~44% of total invested assets. See Note 3 — “Investment Securities.”

White Mountains’s portfolio of common equity securities, its investment in MediaAlpha and other long-term investments returned ~~-0.4%~~9.5% in the ~~third~~first quarter of ~~2023,~~2024, which included ~~$47~~$211 million of unrealized investment ~~losses~~gains from MediaAlpha. White Mountains’s portfolio of common equity securities and other long-term investments returned ~~1.4%~~2.0% in the ~~third~~first quarter of ~~2023.~~2024. White Mountains’s portfolio of common equity securities, its investment in MediaAlpha and other long-term investments returned ~~1.6%~~7.6% in the ~~third~~first quarter of ~~2022,~~2023, which included ~~$19~~$85 million of unrealized investment ~~losses~~gains from MediaAlpha. White Mountains’s portfolio of common equity securities and other long-term investments returned ~~2.8% in the third quarter of 2022.~~

~~White Mountains’s portfolio of common equity securities, its investment in MediaAlpha and other long-term investments returned 8.6%~~4.4% in the first ~~nine months~~quarter of 2023, which included $39 million of unrealized investment losses from MediaAlpha. White Mountains’s portfolio of common equity securities and other long-term investments returned 11.1% in the first nine months of 2023. White Mountains’s portfolio of common equity securities, its investment in MediaAlpha and other long-term investments returned -0.7% in the first nine months of 2022, which included $113 million of unrealized investment losses from MediaAlpha. White Mountains’s portfolio of common equity securities and other long-term investments returned 6.0% in the first nine months of 2022.

White Mountains’s portfolio of common equity securities consists of international listed equity funds, as well as passive ETFs that seek to provide investment results generally corresponding to the performance of the S&P 500 Index. White Mountains’s portfolio of common equity securities was ~~$637~~$562 million and ~~$668~~$538 million as of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022.~~2023.

White Mountains’s portfolio of common equity securities returned ~~-2.5%~~4.4% in the ~~third~~first quarter of 2024 compared to 4.5% in the first quarter of 2023, ~~compared to 1.8% in the third quarter of 2022, outperforming~~underperforming the S&P 500 Index returns of ~~-3.3%~~10.6% and -4.9% for the comparable periods. The results in the third quarter of 2023 and 2022 were driven primarily by relative outperformance in White Mountains’s international listed equity funds as compared to the S&P 500 Index. White Mountains’s portfolio of common equity securities returned 6.8% in the first nine months of 2023, compared to -2.0% in the first nine months of 2022, underperforming and outperforming the S&P 500 Index returns of 13.1% and -23.9%7.5% for the comparable periods. The results in the first ~~nine months~~quarter of ~~2023~~2024 and ~~2022~~2023 were driven primarily by ~~relative underperformance and outperformance in~~relatively lower returns from White Mountains’s international listed equity funds as compared to the S&P 500 Index.

White Mountains maintains a portfolio of other long-term investments that consists primarily of unconsolidated entities, including Kudu’s Participation Contracts, private equity funds and hedge funds, a bank loan fund, Lloyd’s trust deposits, ILS funds and private debt instruments. White Mountains’s portfolio of other long-term investments was ~~$1.9 billion and $1.5~~$2.0 billion as of ~~September 30, 2023~~both March 31, 2024 and December 31, ~~2022.~~

2023.

White Mountains’s portfolio of other long-term investments ~~portfolio~~ returned ~~2.8%~~1.4% in the ~~third~~first quarter of ~~2023~~2024 compared to ~~3.0%~~4.2% in the ~~third~~first quarter of ~~2022.~~2023. Investment returns for the ~~third~~first quarter of ~~2023~~2024 were driven primarily by net investment income from Kudu’s Participation Contracts and net unrealized investment gains from ~~Kudu’s Participation Contracts, as well as net unrealized investment gains from~~ certain ~~unconsolidated entities~~private equity and ~~ILS~~hedge funds. Investment returns for the ~~third~~first quarter of 2022 were driven primarily by net investment income, net unrealized investment gains and unrealized foreign currency losses from Kudu’s Participation Contracts, partially offset by net realized and unrealized investment losses from private equity funds and hedge funds and unrealized losses from foreign currency on Lloyd’s trust deposits.

White Mountains’s other long-term investments portfolio returned 12.4% in the first nine months of 2023 compared to 7.7% in the first nine months of 2022. Investment returns for the first nine months of 2023 were driven primarily by net investment income and net realized and unrealized investment gains from Kudu’s Participation Contracts, net realized and unrealized investment gains from private equity funds and hedge funds and net unrealized investment gains from unconsolidated entities and ILS funds. Investment returns for the first nine months of 2022 were driven primarily by net investment income, net realized and unrealized investment gains and unrealized foreign currency losses from Kudu’s Participation Contracts, net investment income and net realized and unrealized investment gains from private equity funds and unrealized losses from foreign currency on Lloyd’s trust deposits.Contracts.

Foreign Currency Exposure

As of ~~September 30, 2023,~~March 31, 2024, White Mountains had foreign currency exposure on ~~$183~~$269 million of net assets primarily related to Ark/WM Outrigger’s non-U.S. ~~business,~~contracts, Kudu’s non-U.S. Participation Contracts and certain other foreign consolidated and unconsolidated entities.

The following table presents the fair value of White Mountains’s foreign denominated net assets (liabilities) by segment as of ~~September 30, 2023:~~March 31, 2024:


$ in Millions Currency	$ in Millions Currency	Ark/WM Outrigger		Kudu		Other Operations		Total Fair Value		% of Total Shareholders’ Equity
$ in Millions Currency
$ in Millions Currency
CAD
CAD
CAD	CAD	$	73.6	$	72.2	$	—	$	145.8	3.5	%
AUD	AUD	24.8		41.6		—		66.4		1.6	%
AUD
AUD
GBP
GBP
GBP	GBP	(7.3)		—		—		(7.3)		(.2)	%
EUR	EUR	(54.3)		18.0		13.3		(23.0)		(.5)	%
EUR
EUR
All other
All other
All other	All other	—		—		1.4		1.4		—	%
Total	Total	$	36.8	$	131.8	$	14.7	$	183.3	4.4	%
Total
Total

III. Income Taxes

On December 27, 2023, Bermuda enacted a corporate income tax that will generally become effective on January 1, 2025. The ~~Company~~Bermuda legislation defers the effective date until January 1, 2030, for Bermuda companies in consolidated groups that meet certain requirements. To qualify for the deferral, the group must (i) have permanent establishments in six or fewer countries, (ii) have less than €50 million of net tangible assets outside of the country where the group has the largest amount of net tangible assets and ~~its~~(iii) not have a Bermuda ~~domiciled subsidiaries are not~~company directly or indirectly owned by a parent entity that is subject to the Income Inclusion Rule of Pillar Two in any jurisdiction. White Mountains expects to meet the requirements to be exempt from the Bermuda corporate income tax ~~under current~~until January 1, 2030. The Bermuda ~~law.~~legislation also provides for an economic transition adjustment that will reduce future years’ taxable income. Under GAAP, this economic transition adjustment was required to be recognized as a net deferred tax asset as of December 31, 2023. Accordingly, White Mountains’s net income for 2023 included a net deferred tax benefit of $68 million, of which $51 million was recorded at Ark and $17 million was recorded at HG Global. The ~~Company~~deferred tax assets remain unchanged as of March 31, 2024.

On December 15, 2022, European Union Member States voted to adopt the EU Minimum Tax Directive in conformity with the OECD’s Pillar Two initiative. The EU Minimum Tax Directive required European Union Member States to enact conforming law by December 31, 2023. The main rule of the EU Minimum Tax Directive, the IIR will become effective for fiscal years beginning on or after December 31, 2023, while the UTPR will become effective for fiscal years beginning on or after December 31, 2024. On December 20, 2023, Luxemburg enacted conforming Pillar Two legislation including the IIR, UTPR and the associated Qualified Domestic Minimum Top-Up Tax (“QDMTT”). The Luxembourg legislation defers the effective date of the UTPR until fiscal years beginning on or after December 31, 2029 for Luxembourg companies in consolidated groups with a non-EU parent company that meet certain requirements. To qualify for the deferral, the group must (i) have permanent establishments in six or fewer countries and (ii) have less than €50 million of net tangible assets outside of the country where the group has ~~subsidiaries~~the largest amount of net tangible assets. White Mountains expects to meet the requirements to be exempt from the Luxembourg UTPR until January 1, 2030. On July 11, 2023, the U.K. enacted conforming legislation adopting the Pillar Two IIR and ~~branches that operate in various other jurisdictions around~~ the ~~world that are subject~~associated QDMTT which will become effective for fiscal years beginning on or after December 31, 2023. The U.K. has proposed legislation to ~~tax in~~adopt the ~~jurisdictions in which they operate.~~ Pillar Two UTPR effective for fiscal years beginning on or after December 31, 2024; however, this legislation has not yet been enacted.

As of ~~September 30, 2023,~~March 31, 2024, the primary jurisdictions in which the Company’s subsidiaries and branches operate and were subject to tax ~~include Ireland,~~are Israel, Luxembourg, the United Kingdom and the United States.

White Mountains’s income tax expense related to pre-tax income from continuing operations for the three months ended ~~September 30,~~March 31, 2024 and 2023 represented an effective tax rate of ~~35%. The effective tax rate was different from the U.S. statutory rate of 21%, driven primarily by an increase in the valuation allowance at BAM, as well as withholding taxes~~5% and ~~state income taxes, partially offset by full year forecasted income in jurisdictions with lower tax rates than the United States.~~

~~White Mountains’s income tax expense related to pre-tax income from continuing operations for the nine months ended September 30, 2023 represented an effective tax rate of 8%~~6%. The effective tax rate was different from the U.S. statutory rate of 21%, driven primarily by full year forecasted income in jurisdictions with lower tax rates than the United States.

White Mountains’s income tax benefit related to pre-tax loss from continuing operations for the three and nine months ended September 30, 2022 represented an effective tax rate of 24% and 9%. The effective tax rate for the nine months ended September 30, 2022 was different from the U.S. statutory rate of 21%, driven primarily by full year forecasted income in jurisdictions with lower tax rates than the United States, partially offset by an increase in the valuation allowance on net deferred tax assets in certain U.S. operations within Other Operations, an increase in the valuation allowance at BAM, as well as state income taxes.

On April 1, 2023, the U.K. corporate tax rate increased from 19% to 25%.

~~IV. Discontinued Operations~~

~~NSM~~

On August 1, 2022, White Mountains closed the NSM Transaction. White Mountains received $1.4 billion in net cash proceeds at closing and recognized a net gain of $876 million, which was comprised of $887 million of net gain from sale of discontinued operations and $3 million of comprehensive income related to the recognition of foreign currency translation gains (losses) from the sale, partially offset by $14 million of compensation and other costs related to the transaction recorded in Other Operations. See ~~Note 2 — “Significant Transactions.”~~

White Mountains reported net income from discontinued operations, net of tax, for NSM Group of $6 million for the period from July 1, 2022 to August 1, 2022 and $16 million for the period from January 1, 2022 to August 1, 2022. See ~~Note 19 — “Held for Sale and Discontinued Operations.”~~

LIQUIDITY AND CAPITAL RESOURCES

Operating Cash and Short-term Investments

Holding Company Level

The primary sources of cash for the Company and certain of its intermediate holding companies are expected to be distributions from its insurance, reinsurance and other operating subsidiaries, net investment income, proceeds from sales, repayments and maturities of investments, capital raising activities and, from time to time, proceeds from sales of operating subsidiaries. The primary uses of cash are expected to be general and administrative expenses, purchases of investments, payments to tax authorities, payments on and repurchases/retirements of debt obligations, dividend payments to holders of the Company’s common shares, distributions to noncontrolling interest holders of consolidated subsidiaries, contributions to operating subsidiaries and, from time to time, purchases of operating subsidiaries and repurchases of the Company’s common shares.

Operating Subsidiary Level

The primary sources of cash for White Mountains’s insurance, reinsurance and other operating subsidiaries are expected to be premium and fee collections, commissions, net investment income, proceeds from sales, repayments and maturities of investments, contributions from holding companies and capital raising activities. The primary uses of cash are expected to be claim payments, policy acquisition costs, general and administrative expenses, broker commission expenses, cost of sales, purchases of investments, payments to tax authorities, payments on and repurchases/retirements of debt obligations, distributions to holding companies, distributions to noncontrolling interest holders and, from time to time, purchases of operating subsidiaries.

Both internal and external forces influence White Mountains’s financial condition, results of operations and cash flows. Premium and fee collections, investment returns, claim payments and cost of sales may be impacted by changing rates of inflation and other economic conditions. Some time may lapse between the occurrence of an insured loss, the reporting of the loss to White Mountains’s insurance and reinsurance operating subsidiaries and the settlement of the liability for that loss. The exact timing of the payment of losses cannot be predicted with certainty. White Mountains’s insurance and reinsurance operating subsidiaries maintain portfolios of invested assets with varying maturities and a substantial amount of cash and short-term investments to provide adequate liquidity for the payment of claims.

Management believes that White Mountains’s cash balances, cash flows from operations and routine sales and maturities of investments are adequate to meet expected cash requirements for the foreseeable future at both a holding company and insurance, reinsurance and other operating subsidiary level.

Dividend Capacity

Following is a description of the dividend capacity of White Mountains’s insurance and reinsurance and other operating subsidiaries:

Ark/WM Outrigger

During any 12-month period, GAIL, a class 4 licensed Bermuda insurer, has the ability to (i) make capital distributions of up to 15% of its total statutory capital reported in the previous year’s statutory financial statements, or (ii) make dividend payments of up to 25% of its total statutory capital and surplus reported in the previous year’s statutory financial statements, without prior approval of Bermuda regulatory authorities. Accordingly, GAIL will have the ability to pay a dividend of up to $272 million during 2024, which is equal to 25% of its December 31, 2023 statutory capital and surplus of $1,088 million, subject to meeting all appropriate liquidity and solvency requirements. During the three months ended March 31, 2024, GAIL did not pay any dividends to its immediate parent.

During the three months ended March 31, 2024, Ark declared a $33 million dividend to its shareholders, including $24 million that was paid to White Mountains in April 2024. As of March 31, 2024, Ark and its intermediate holding companies had $33 million of net unrestricted cash and short-term investments outside of its regulated and unregulated insurance and reinsurance operating subsidiaries.

WM Outrigger Re is a special purpose insurer subject to regulation and supervision by the BMA. WM Outrigger Re does not require regulatory approval to pay dividends, however, its dividend capacity is limited to amounts held outside of the collateral trust pursuant to the reinsurance agreement with GAIL. As of March 31, 2024, WM Outrigger Re had less than $1 million of net unrestricted cash and investments held outside the collateral trust. As of March 31, 2024, WM Outrigger Re had $215 million of statutory capital and surplus and $222 million of assets held in the collateral trusts pursuant to the reinsurance agreement with GAIL.

During January 2024, White Mountains received an initial return of capital of $68 million from WM Outrigger Re for business written in the 2023 underwriting year. White Mountains expects to receive any additional return of capital and associated profits from business written in the 2023 underwriting year beginning in the third quarter of 2024.

HG Global/BAM

As of ~~September 30, 2023,~~March 31, 2024, HG Global had $619 million face value of preferred shares outstanding, of which White Mountains owned 96.9%. Holders of the HG Global preferred shares are entitled to receive cumulative dividends at a fixed annual rate of 6.0% on a quarterly basis, when and if declared by HG Global. As of ~~September 30, 2023,~~March 31, 2024, HG Global has accrued ~~$399~~$430 million of dividends payable to holders of its preferred shares, ~~$385~~$415 million of which is payable to White Mountains and is eliminated in consolidation. As of ~~September 30, 2023,~~March 31, 2024, HG Global and its subsidiaries had less than $1 million of net unrestricted cash outside of HG Re.

HG Re is a special purpose insurer subject to regulation and supervision by the BMA. HG Re does not require regulatory approval to pay dividends, however, its dividend capacity is limited to amounts held outside of the Collateral Trusts pursuant to the FLRT with BAM. As of ~~September 30, 2023,~~March 31, 2024, HG Re had ~~less than~~ $1 million of net unrestricted cash and investments. As of ~~September 30, 2023,~~March 31, 2024, HG Re had ~~$112~~$132 million of accrued interest on the BAM Surplus Notes held outside the Collateral Trusts. As of ~~September 30, 2023,~~March 31, 2024, HG Re had ~~$751~~$792 million of statutory capital and surplus and ~~$900~~$933 million of assets held in the Collateral Trusts.

The Supplemental Trust Target Balance is $603 million, less the amount of cash and securities in the Regulation 114 Trust in excess of its target balance. If, at the end of any quarter, the Supplemental Trust balance exceeds the Supplemental Trust Target Balance, such excess may be distributed to HG Re. The distribution will be made first as an assignment of accrued interest on the BAM Surplus Notes and second in cash and/or fixed income securities. As the BAM Surplus Notes are repaid over time, the BAM Surplus Notes will be replaced in the Supplemental Trust by cash and fixed income securities. The Supplemental Trust balance as of ~~September 30, 2023~~March 31, 2024 was ~~$589~~$602 million.

As of ~~September 30, 2023,~~March 31, 2024, the Collateral Trusts held assets of ~~$900~~$933 million, which included ~~$527~~$593 million of cash and investments, ~~$340~~$322 million of BAM Surplus Notes and ~~$33~~$18 million of interest receivable on the BAM Surplus Notes.

Through 2024, the interest rate on the BAM Surplus Notes is a variable rate equal to the one-year U.S. Treasury rate plus 300 basis points, set annually. During ~~2023,~~2024, the interest rate on the BAM Surplus Notes is ~~7.7%~~8.2%. Beginning in 2025, the interest rate will be fixed at 8.2%, the higher of the ~~then current variable~~ rate orset in 2024 and 8.0%. Under its agreements with HG Global, BAM is required to seek regulatory approval to pay principal and interest on the BAM Surplus Notes only to the extent that its remaining qualified statutory capital and other capital resources continue to support its outstanding obligations, its business plan and its “AA/stable” rating from Standard & Poor’s. No payment of principal or interest on the BAM Surplus Notes may be made without the approval of the NYDFS.

During the ~~nine~~three months ended ~~September 30, 2023,~~March 31, 2024, BAM made no repayments of the BAM Surplus Notes or accrued interest. See Note 10 — “Municipal Bond Guarantee Insurance.”

~~Ark/WM Outrigger~~Kudu

During the three months ended March 31, 2024, Kudu distributed $2 million to unitholders, substantially all of which was paid to White Mountains. As of March 31, 2024, Kudu had $11 million of net unrestricted cash and short-term investments.

Bamboo

During any 12-month period, ~~GAIL,~~Bamboo Captive, a class 42 licensed Bermuda insurer, has the ability to ~~(i)~~ make capital distributions of up to 15% of its total statutory capital ~~per the previous year’s statutory financial statements, or (ii) make dividend payments of up to 25% of its total statutory capital and surplus per~~reported in the previous year’s statutory financial statements without prior approval of Bermuda regulatory authorities. Accordingly, ~~GAIL~~Bamboo Captive will have the ability to ~~make capital distributions~~pay a dividend of up to ~~$113~~$1 million during ~~2023,~~2024, which is equal to 15% of its December 31, ~~2022~~2023 statutory capital surplus of ~~$755~~$5 million, subject to meeting all appropriate liquidity and solvency requirements. During the ~~nine~~three months ended ~~September 30, 2023, GAIL paid a $15 million dividend~~March 31, 2024, Bamboo Captive did not pay any dividends to its immediate parent.

~~During the nine months ended September 30, 2023, Ark paid a $24 million dividend to its shareholders, including $17 million to White Mountains.~~ As of ~~September 30, 2023, Ark~~March 31, 2024, Bamboo Captive had $2 million of net unrestricted cash and ~~its intermediate holding companies~~short-term investments.

As of March 31, 2024, Bamboo had $1$15 million of net unrestricted cash and short-term investments outside of ~~its regulated and unregulated insurance and reinsurance operating subsidiaries.~~

WM Outrigger Re is a special purpose insurer subject to regulation and supervision by the BMA. WM Outrigger Re does not require regulatory approval to pay dividends, however, its dividend capacity is limited to amounts held outside of the collateral trust pursuant to the reinsurance agreement with GAIL. As of September 30, 2023, WM Outrigger Re had less than $1 million of net unrestricted cash and investments held outside the collateral trust. As of September 30, 2023, WM Outrigger Re had $257 million of statutory capital and surplus and $233.3 million of assets held in the collateral trusts pursuant to the reinsurance agreement with GAIL.

~~Kudu~~

During the nine months ended September 30, 2023, Kudu distributed $73 million to unitholders, substantially all of which was paid to White Mountains. As of September 30, 2023, Kudu had $9 million of net unrestricted cash and short-term investments.Bamboo Captive.

Other Operations

During the ~~nine~~three months ended ~~September 30, 2023,~~March 31, 2024, White Mountains paid a $3 million common share dividend. As of ~~September 30, 2023,~~March 31, 2024, the Company and its intermediate holding companies had ~~$512~~$427 million of net unrestricted cash, short-term investments and fixed maturity investments, ~~$189~~$466 million of MediaAlpha common stock, ~~$252~~$152 million of common equity securities and ~~$410~~$383 million of private equity and hedge funds, ILS funds and certain unconsolidated entities.

Financing

The following table presents White Mountains’s capital structure as of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022:~~2023:


$ in Millions	$ in Millions	September 30, 2023			December 31, 2022			$ in Millions	March 31, 2024		December 31, 2023

Ark 2007 Subordinated Notes (1)
Ark 2007 Subordinated Notes (1)
Ark 2007 Subordinated Notes (1)
Ark 2021 Subordinated Notes (1)(2)
HG Global Senior Notes (1)(2)	HG Global Senior Notes (1)(2)	$	146.8		$	146.5
Ark 2007 Subordinated Notes (1)		30.0			30.0

Ark 2021 Subordinated Notes (1)(2)		154.6			153.7
Kudu Credit Facility (1)(2)
Kudu Credit Facility (1)(2)
Kudu Credit Facility (1)(2)	Kudu Credit Facility (1)(2)	203.7			208.3
Other Operations debt (1)(2)	Other Operations debt (1)(2)	29.6			36.7

Total debt	Total debt	564.7			575.2
Noncontrolling interests—excluding BAM	Noncontrolling interests—excluding BAM	381.0			342.8
Total White Mountains’s common shareholders’ equity	Total White Mountains’s common shareholders’ equity	3,949.1			3,746.9
Total capital	Total capital	4,894.8			4,664.9
HG Global’s unearned premium reserve (3)	HG Global’s unearned premium reserve (3)	254.2			242.1
HG Global’s net deferred acquisition costs (3)	HG Global’s net deferred acquisition costs (3)	(73.1)			(69.0)
Time-value discount on expected future payments on the BAM Surplus Notes (3)	Time-value discount on expected future payments on the BAM Surplus Notes (3)	(90.2)			(95.1)
Total adjusted capital	Total adjusted capital	$	4,985.7		$	4,742.9
Total debt to total adjusted capital	Total debt to total adjusted capital	11.3		%	12.1		%	Total debt to total adjusted capital	9.4	%	10.5	%

(1) See Note 7 — “Debt” for details of debt arrangements.

(2) Net of unamortized issuance costs and, where applicable, the original issue discount.

(3) Amount reflects White Mountains’s preferred share ownership in HG Global of 96.9%.

Management believes that White Mountains has the flexibility and capacity to obtain funds externally through debt or equity financing on both a short-term and long-term basis. However, White Mountains can provide no assurance that, if needed, it would be able to obtain additional debt or equity financing on satisfactory terms, if at all.

It is possible that, in the future, one or more of the rating agencies may lower White Mountains’s existing ratings. If one or more of its ratings were lowered, White Mountains could incur higher borrowing costs on future borrowings and its ability to access the capital markets could be impacted.

Covenant Compliance

As of ~~September 30, 2023,~~March 31, 2024, White Mountains was in compliance in all material respects with all of the covenants under its debt instruments.

Share Repurchase Programs

White Mountains’s Board of Directors has authorized the Company to repurchase its common shares from time to time, subject to market conditions. The repurchase authorizations do not have a stated expiration date. As of ~~September 30, 2023,~~March 31, 2024, White Mountains may repurchase an additional 301,014 shares under these Board authorizations. In addition, from time to time, White Mountains has also repurchased its common shares through self-tender offers that were separately approved by its Board of Directors.

During the ~~nine~~three months ended ~~September 30, 2023,~~March 31, 2024, White Mountains repurchased and retired ~~24,165~~5,269 of its common shares for ~~$33~~$8 million at an average share price of ~~$1,355,~~$1,505, which was approximately ~~85%~~84% of White Mountains’s adjusted book value per share as of ~~September 30,~~March 31, 2024. All of the shares White Mountains repurchased in the first three months of 2024 were to satisfy employee income tax withholding pursuant to employee benefit plans, which do not reduce the amount available under the Board repurchase authorizations.

During the three months ended March 31, 2023, White Mountains repurchased and retired 18,623 of its common shares for $25 million at an average share price of $1,360, which was approximately 87% of White Mountains’s adjusted book value per share as of March 31, 2023. Of the shares White Mountains repurchased in the first ~~nine~~three months of 2023, 4,629 were to satisfy employee income tax withholding pursuant to employee benefit plans, which do not reduce the amount available under the Board repurchase authorizations.

During the nine months ended September 30, 2022, White Mountains repurchased and retired 457,180 of its common shares for $611 million at an average share price of $1,335, which was approximately 91% of White Mountains’s adjusted book value per share as of September 30, 2022. The majority of these shares were repurchased through a “modified Dutch auction” self-tender offer that White Mountains completed on September 26, 2022, through which it repurchased 327,795 of its common shares at a purchase price of $1,400 per share for a total cost of approximately $461 million, including expenses. Of the shares White Mountains repurchased in the first nine months of 2022, 4,011 were to satisfy employee income tax withholding pursuant to employee benefit plans, which do not reduce the board authorizations.

Cash Flows

Detailed information concerning White Mountains’s cash flows from continuing operations during the ~~nine~~three months ended ~~September 30,~~March 31, 2024 and 2023 ~~and 2022~~ follows:

Cash flows from operations for the ~~nine~~three months ended ~~September 30,~~March 31, 2024 and March 31, 2023 ~~and September 30, 2022~~

Net cash provided from ~~(used for)~~ operations was ~~$380~~$37 million for the ~~nine~~three months ended ~~September 30, 2023~~March 31, 2024 compared to ~~$118~~$86 million for the ~~nine~~three months ended ~~September 30, 2022. The increase~~March 31, 2023. For the three months ended March 31, 2024, there were no contributions to or proceeds from Kudu’s Participation Contracts, compared to $31 million of contributions and $63 million of proceeds in ~~cash provided from operations was driven primarily by cash provided from Ark’s operations in~~the three months ended March 31, 2023. As of ~~September 30, 2023,~~March 31, 2024, the Company and its intermediate holding companies had ~~$512~~$427 million of net unrestricted cash, short-term investments and fixed maturity investments, ~~$189~~$466 million of MediaAlpha common stock, ~~$252~~$152 million of common equity securities and ~~$410~~$383 million of private equity funds, hedge funds, ILS funds and unconsolidated entities.

Cash flows from investing and financing activities for the ~~nine~~three months ended ~~September 30,~~March 31, 2024

Financing and Other Capital Activities

During the three months ended March 31, 2024, the Company declared and paid a $3 million cash dividend to its common shareholders.

During the three months ended March 31, 2024, White Mountains repurchased and retired 5,269 of its common shares for $8 million, all of which were to satisfy employee income tax withholding pursuant to employee benefit plans.

During the three months ended March 31, 2024, Ark repaid the outstanding balance of $30 million and extinguished the Ark 2007 Subordinated Notes.

During the three months ended March 31, 2024, BAM received $11 million in MSC.

Acquisitions and Dispositions

Cash flows from investing and financing activities for the three months ended March 31, 2023

Financing and Other Capital Activities

During the ~~nine~~three months ended ~~September 30,~~March 31, 2023, the Company declared and paid a $3 million cash dividend to its common shareholders.

During the ~~nine~~three months ended ~~September 30,~~March 31, 2023, White Mountains repurchased and retired ~~24,165~~18,623 of its common shares for ~~$33~~$25 million. Of the shares White Mountains repurchased in the first three months of 2023, 4,629 were to satisfy employee income tax withholding pursuant to employee benefit plans.

During the ~~nine~~three months ended ~~September 30,~~March 31, 2023, BAM received ~~$46~~$12 million in MSC.

During the ~~nine~~three months ended ~~September 30, 2023, Kudu borrowed $12 million in term loans under the Kudu Credit Facility.~~

~~During the nine months ended September 30,~~March 31, 2023, Kudu repaid $17 million in term loans under the Kudu Credit Facility.

~~Cash flows from investing and financing activities for the nine months ended September 30, 2022~~

~~Financing and Other Capital Activities~~

~~During the nine months ended September 30, 2022, the Company declared and paid a $3 million cash dividend to its common shareholders.~~

During the nine months ended September 30, 2022, White Mountains repurchased and retired 457,180 of its common shares for $611 million at an average share price of $1,355. The majority of these shares were repurchased through a “modified Dutch auction” self-tender offer that White Mountains completed on September 26, 2022, through which it repurchased 327,795 of its common shares at a purchase price of $1,400 per share for a total cost of approximately $461 million, including expenses. Of the shares White Mountains repurchased in the first nine months of 2022, 4,011 were to satisfy employee income tax withholding pursuant to employee benefit plans, which do not reduce the board authorizations.

~~During the nine months ended September 30, 2022, HG Global received net proceeds of $147 million from the issuance of the HG Global Senior Notes.~~

~~During the nine months ended September 30, 2022, BAM received $62 million in MSC.~~

~~During the nine months ended September 30, 2022, Kudu borrowed $35 million in term loans under the Kudu Credit Facility.~~

~~Acquisitions and Dispositions~~

On May 26, 2022, Kudu raised $115 million of equity capital from the Kudu Transaction. Mass Mutual, White Mountains and Kudu management contributed $64 million, $50 million and $1 million in the Kudu Transaction.

~~On August 1, 2022, White Mountains closed the previously announced NSM Transaction. White Mountains received $1.4 billion in net cash proceeds at closing.~~

NON-GAAP FINANCIAL MEASURES

This report includes ~~five~~nine non-GAAP financial measures that have been reconciled ~~with~~ from their most comparable GAAP financial measures.

Adjusted book value per share

Adjusted book value per share is a non-GAAP financial measure, which is derived by adjusting (i) the GAAP book value per share numerator and (ii) the common shares outstanding denominator, as described below.

The GAAP book value per share numerator is adjusted (i) to add back the unearned premium reserve, net of deferred acquisition costs, at HG Global and (ii) to include a discount for the time value of money arising from the modeled timing of cash payments of principal and interest on the BAM Surplus Notes.

The value of HG Global’s unearned premium reserve, net of deferred acquisition costs, was ~~$187~~$196 million, ~~$182 million, $179~~$195 million, and ~~$172~~$179 million as of ~~September 30, 2023, June 30, 2023,~~March 31, 2024, December 31, ~~2022~~2023 and ~~September 30, 2022,~~March 31, 2023, respectively.

Under GAAP, White Mountains is required to carry the BAM Surplus Notes, including accrued interest, at nominal value with no consideration for time value of money. Based on a debt service model that forecasts operating results for BAM through maturity of the BAM Surplus Notes, the present value of the BAM Surplus Notes, including accrued interest and using an 8% discount rate, was estimated to be ~~$93~~$89 million, ~~$95 million, $98~~$91 million and ~~$114~~$96 million less than the nominal GAAP carrying values as of ~~September 30, 2023, June 30, 2023,~~March 31, 2024, December 31, ~~2022~~2023 and ~~September 30, 2022,~~March 31, 2023, respectively.

White Mountains believes these adjustments are useful to management and investors in analyzing the intrinsic value of HG Global, including the value of the in-force business at HG Re, HG Global’s reinsurance subsidiary, and the value of the BAM Surplus Notes.

The denominator used in the calculation of adjusted book value per share equals the number of common shares outstanding, adjusted to exclude unearned restricted common shares, the compensation cost of which, at the date of calculation, has yet to be amortized. Restricted common shares are earned on a straight-line basis over their vesting periods. The reconciliation of GAAP book value per share to adjusted book value per share is included on page 4946.

Kudu’s EBITDA and adjusted EBITDA

Kudu's EBITDA and adjusted EBITDA are non-GAAP financial measures. EBITDA is a non-GAAP financial measure that ~~excludes~~adds back interest expense on debt, income tax (expense) benefit, depreciation and amortization of other intangible assets ~~from~~to GAAP net income (loss). Adjusted EBITDA is a non-GAAP financial measure that excludes certain other items in GAAP net income (loss) in addition to those ~~excluded from~~added back to calculate EBITDA. The ~~adjustments~~items relate to (i) net realized and unrealized investment gains (losses) on Kudu's Participation Contracts, (ii) non-cash equity-based compensation expense and (iii) transaction expenses. A description of each ~~adjustment~~item follows:

•Net realized and unrealized investment gains (losses) - Represents net unrealized investment gains and losses on Kudu’s Participation Contracts, which are recorded at fair value under GAAP, and realized investment gains and losses on Kudu’s Participation Contracts sold during the period.

•Non-cash equity-based compensation expense - Represents non-cash expenses related to Kudu’s management compensation that are settled with equity units in Kudu.

•Transaction expenses - Represents costs directly related to Kudu’s mergers and acquisitions activity, such as external lawyer, banker, consulting and placement agent fees, which are not capitalized and are expensed under GAAP.

White Mountains believes that these non-GAAP financial measures are useful to management and investors in evaluating Kudu’s performance. The reconciliation of Kudu’s GAAP net income (loss) to EBITDA and adjusted EBITDA is included on page 6459.

Bamboo’s MGA pre-tax income (loss), MGA net income (loss), MGA EBITDA and MGA adjusted EBITDA

Bamboo’s MGA pre-tax income (loss), MGA net income (loss), MGA EBITDA and MGA adjusted EBITDA are non-GAAP financial measures.

MGA pre-tax income (loss) and MGA net income (loss) are non-GAAP financial measures that exclude the results of the Bamboo Captive, which is consolidated under GAAP, from Bamboo’s consolidated GAAP pre-tax income (loss) and net income (loss). The following table presents the reconciliation from Bamboo’s consolidated GAAP pre-tax income (loss) to MGA pre-tax income (loss):


Millions	Three Months Ended March 31, 2024
Bamboo’s consolidated GAAP pre-tax income (loss)		$	.9
Remove pre-tax (income) loss, Bamboo Captive		.6
MGA pre-tax income (loss)		$	1.5

MGA EBITDA is a non-GAAP financial measure that adds back interest expense on debt, income tax (expense) benefit, depreciation and amortization of other intangible assets to MGA net income (loss). MGA adjusted EBITDA is a non-GAAP financial measure that excludes certain other items in GAAP net income (loss) in addition to those added back to calculate MGA EBITDA. The items relate to (i) non-cash equity-based compensation expense, (ii) software implementation expenses and (iii) restructuring expenses. A description of each item follows:

•Non-cash equity-based compensation expense - Represents non-cash expenses related to Bamboo’s management compensation that are settled with equity units in Bamboo.

•Software implementation expenses - Represents costs directly related to Bamboo’s implementation of new software.

•Restructuring expenses - Represents costs directly related to Bamboo’s corporate restructuring.

White Mountains believes that these non-GAAP financial measures are useful to management and investors in evaluating Bamboo’s performance. See page 61 for the reconciliation of Bamboo’s consolidated GAAP net income (loss) to MGA net income (loss), MGA EBITDA and MGA adjusted EBITDA.

Total consolidated portfolio return excluding MediaAlpha

Total consolidated portfolio return excluding MediaAlpha is a non-GAAP financial measure that removes the net investment income and net realized and unrealized investment gains (losses) from White Mountains’s investment in MediaAlpha. White Mountains believes this measure to be useful to management and investors by showing the underlying performance of White Mountains’s investment portfolio without regard to MediaAlpha.

The following tables present reconciliations from GAAP to the reported percentages for three ~~and nine~~ months ended ~~September 30, 2023~~March 31, 2024 and ~~2022:~~2023:

Three Months Ended September 30, 2023 Three Months Ended September 30, 2022
GAAP Return Remove MediaAlpha Return - Excluding MediaAlpha GAAP Return Remove MediaAlpha Return - Excluding MediaAlpha
Total consolidated portfolio
return (0.2) % 0.8 % 0.6 % 0.4 % 0.1 % 0.5 %

Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022
GAAP Return Remove MediaAlpha Return - Excluding MediaAlpha GAAP Return Remove MediaAlpha Return - Excluding MediaAlpha
Total consolidated portfolio
return 5.3 % 1.0 % 6.3 % (3.6) % 2.2 % (1.4) %


	Three Months Ended March 31,
	2024		2023
Total consolidated portfolio return	4.6	%	4.5	%
Remove MediaAlpha	(3.4)	%	(1.5)	%
Total consolidated portfolio return excluding MediaAlpha	1.2	%	3.0	%

Total adjusted capital

Total capital at White Mountains is comprised of White Mountains’s common shareholders’ equity, debt and noncontrolling interests other than noncontrolling interests attributable to BAM. Total adjusted capital is a non-GAAP financial measure, which is derived by adjusting total capital (i) to include a discount for the time value of money arising from the expected timing of cash payments of principal and interest on the BAM Surplus Notes and (ii) to add back the unearned premium reserve, net of deferred acquisition costs, at HG Global. The reconciliation of total capital to total adjusted capital is included on page 7268.

CRITICAL ACCOUNTING ESTIMATES

Refer to the Company’s ~~2022~~2023 Annual Report on Form 10-K for a complete discussion regarding White Mountains’s critical accounting estimates.

7571

FORWARD-LOOKING STATEMENTS

This report may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included or referenced in this report which address activities, events or developments which White Mountains expects or anticipates will or may occur in the future are forward-looking statements. The words “could”, “will”, “believe”, “intend”, “expect”, “anticipate”, “project”, “estimate”, “predict” and similar expressions are also intended to identify forward-looking statements. These forward-looking statements include, among others, statements with respect to White Mountains’s:

•change in book value per share, adjusted book value per share or return on equity;

•business strategy;

•financial and operating targets or plans;

•incurred loss and LAE and the adequacy of its loss and LAE reserves and related reinsurance;

•projections of revenues, income (or loss), earnings (or loss) per share, EBITDA, adjusted EBITDA, dividends, market share or other financial forecasts of White Mountains or its businesses;

•expansion and growth of its business and operations; and

•future capital expenditures.

These statements are based on certain assumptions and analyses made by White Mountains in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors believed to be appropriate in the circumstances. However, whether actual results and developments will conform to its expectations and predictions is subject to risks and uncertainties that could cause actual results to differ materially from expectations, including:

•the risks that are described from time to time in White Mountains’s filings with the Securities and Exchange Commission, including but not limited to White Mountains’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2022;~~2023;

•claims arising from catastrophic events, such as hurricanes, windstorms, earthquakes, floods, wildfires, tornadoes, tsunamis, severe ~~winter~~ weather, public health crises, terrorist attacks, war and war-like actions, explosions, infrastructure failures or ~~cyber attacks;~~cyber-attacks;

•recorded loss reserves subsequently proving to have been inadequate;

•the market value of White Mountains’s investment in MediaAlpha;

•the trends and uncertainties from the COVID-19 pandemic, including judicial interpretations on the extent of insurance coverage provided by insurers for COVID-19 pandemic related claims;

•business opportunities (or lack thereof) that may be presented to it and pursued;

•actions taken by rating agencies, such as financial strength or credit ratings downgrades or placing ratings on negative watch;

•the continued availability of capital and financing;

•the continued availability of fronting and reinsurance capacity;

•deterioration of general economic, market or business conditions, including due to outbreaks of contagious disease (including the COVID-19 pandemic) and corresponding mitigation efforts;

•competitive forces, including the conduct of other insurers;

•changes in domestic or foreign laws or regulations, or their interpretation, applicable to White Mountains, its competitors or its customers; and

•other factors, most of which are beyond White Mountains’s control.

Consequently, all of the forward-looking statements made in this report are qualified by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by White Mountains will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, White Mountains or its business or operations. White Mountains assumes no obligation to publicly update any such forward-looking statements, whether as a result of new information, future events or otherwise.

7672

Item 3.Quantitative and Qualitative Disclosures About Market Risk.

Refer to White Mountains’s ~~2022~~2023 Annual Report on Form 10-K and in particular Item 7A. - “Quantitative and Qualitative Disclosures About Market Risk.”

Item 4.Controls and Procedures.

The Principal Executive Officer (“PEO”) and the Principal Financial Officer (“PFO”) of White Mountains have evaluated the effectiveness of its disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of ~~September 30, 2023.~~March 31, 2024. Based on that evaluation, the PEO and PFO have concluded that White Mountains’s disclosure controls and procedures are adequate and effective.

There were no changes to White Mountains’s internal control over financial reporting that occurred during the ~~third~~first quarter of ~~2023~~2024 that have materially affected, or are reasonably likely to materially affect, White Mountains’s internal control over financial reporting.

Part II.OTHER INFORMATION

Item 1.Legal Proceedings.

None.

Item 1A. Risk Factors.

There have been no material changes to any of the risk factors previously disclosed in the Registrant’s ~~2022~~2023 Annual Report

on Form 10-K.

Item 2.Issuer Purchases of Equity Securities.

~~Months~~

Total Number of
Shares Purchased

Average Price
Paid per Share

~~Total Number of Shares~~

~~Purchased as Part of~~

~~Publicly Announced Plans~~ ~~(1)~~

~~Maximum Number~~

~~of Shares that May~~

~~Yet Be Purchased~~

~~Under the Plans~~ ~~(1)~~

~~July 1 - July 31, 2023~~

—

~~301,014~~

~~August 1 - August 31, 2023~~

—

~~301,014~~

~~September 1 - September 30, 2023~~

—

~~301,014~~

~~Total~~

—

~~301,014~~


Months	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans (1)	Maximum Number of Shares that May Yet Be Purchased Under the Plans (1)
January 1 - January 31, 2024	5,269	$	1,505.01	—	301,014
February 1 - February 29, 2024	—	$	—	—	301,014
March 1 - March 31, 2024	—	$	—	—	301,014
Total	5,269	$	1,505.01	—	301,014

(1) White Mountains’s Board of Directors has authorized the Company to repurchase its common shares, from time to time, subject to market conditions. The repurchase authorizations do not have a stated expiration date.

Item 3. Defaults Upon Senior Securities.

None.

Item 4.Mine Safety Disclosures.

None.

Item 5.Other Information.

None.

7773

Item 6.Exhibits.


(a)	Exhibit number		Name
	2.1	—	Plan of Reorganization (incorporated by reference herein to the Company’s Registration Statement on S-4 (No. 333-87649) dated September 23, 1999)
	3.1	—	Memorandum of Continuance of the Company (incorporated by reference herein to Exhibit (3)(i) of the Company’s Current Report on Form 8-K dated November 1, 1999)
	3.2	—	Amended and Restated Bye-Laws of the Company (incorporated by reference herein to Exhibit 3 of the Company’s Report on Form 10-Q dated May 2, 2017)
	10.1	—	Agreement and Plan of Merger by and among PM Holdings LLC, WM Pierce Merger Sub LLC, White Mountains Insurance Group, LTD., Bamboo Ide8 Insurance Services LLC and John Chu, as the Unitholders’ Representative,Offer Letter, dated as of ~~October 19, 2023 (*)~~February 22, 2024, between the Company and Giles Harrison (incorporated by reference herein to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated April 10, 2024)
	31.1	—	Principal Executive Officer Certification Pursuant to Rule 13a-14 (a) of the Securities Exchange Act of 1934, as Amended. (*)
	31.2	—	Principal Financial Officer Certification Pursuant to Rule 13a-14 (a) of the Securities Exchange Act of 1934, as Amended. (*)
	32.1	—	Principal Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (*)
	32.2	—	Principal Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (*)
	101	—	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.


(*)			Included herein

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

WHITE MOUNTAINS INSURANCE GROUP, LTD.

(Registrant)

Date:

~~November 6, 2023~~May 9, 2024

By: /s/ Michaela J. Hildreth

Michaela J. Hildreth

Managing Director and Chief Accounting Officer

7874


Millions	September 30, 2023
October 1, 2023 - December 31, 2023	$	7.3
January 1, 2024 - March 31, 2024	7.2
April 1, 2024 - June 30, 2024	7.1
July 1, 2024 - September 30, 2024	7.0
October 1, 2024 - December 31, 2024	6.9
Total 2024	28.2
2025	26.4
2026	24.8
2027	23.2
2028	21.4
2029 and thereafter	181.0
Total gross unearned insurance premiums	$	312.3


Millions	Three Months Ended September 30, 2022 (1)		Nine Months Ended September 30, 2022 (1)
Revenues
Commission revenues	$	26.6	$	176.9
Other revenues	7.0		48.1
Total revenues	33.6		225.0
Expenses
General and administrative expenses	15.7		126.8
Broker commission expenses	8.2		52.9
Change in fair value of contingent consideration	—		.1
Amortization of other intangible assets	—		9.1

Interest expense	1.6		12.1
Total expenses	25.5		201.0
Pre-tax income (loss) from discontinued operations	8.1		24.0
Income tax (expense) benefit	(1.8)		(7.6)
Net income (loss) from discontinued operations, net of tax - NSM Group	6.3		16.4
Net gain (loss) from sale of discontinued operations, net of tax - NSM Group	886.8		886.8

Total income (loss) from discontinued operations, net of tax	893.1		903.2
Net (income) loss from discontinued operations attributable to noncontrolling interests	(.2)		(.8)
Total income (loss) from discontinued operations attributable to White Mountains’s common shareholders	892.9		902.4
Other comprehensive income (loss) from discontinued operations, net of tax - NSM Group	.7		(5.2)
Net gain (loss) from foreign currency translation from sale of discontinued operations, net of tax - NSM Group	2.9		2.9
Comprehensive income (loss) from discontinued operations	896.5		900.1
Other comprehensive (income) loss from discontinued operations attributable to noncontrolling interests	(.1)		.2
Comprehensive income (loss) from discontinued operations attributable to White Mountains’s common shareholders	$	896.4	$	900.3



	Three Months Ended September 30, 2022		Nine Months Ended September 30, 2022
Basic and diluted earnings per share numerators (in millions):
Net income (loss) attributable to White Mountains’s common shareholders	$	888.2	$	752.4
Less: net income (loss) from continuing operations	(23.6)		(252.3)
Less: net (income) loss from continuing operations attributable to noncontrolling interests	18.8		102.2
Total income (loss) from discontinued operations attributable to White Mountains’s common shareholders (1)	893.0		902.5
Allocation of earnings to participating restricted common shares (2)	(11.8)		(10.8)
Basic and diluted earnings per share numerators (3)	$	881.2	$	891.7
Basic earnings per share denominators (in thousands):
Total average common shares outstanding during the period	2,893.8		2,959.3
Average unvested restricted common shares (4)	(38.3)		(35.5)
Basic earnings per share denominator	2,855.5		2,923.8
Diluted earnings per share denominator (in thousands):
Total average common shares outstanding during the period	2,893.8		2,959.3
Average unvested restricted common shares (4)	(38.3)		(35.5)

Diluted earnings per share denominator	2,855.5		2,923.8

Basic and diluted earnings (losses) per share (in dollars) - discontinued operations	$	308.59	$	304.97


	Nine Months Ended September 30, 2023
Millions	HG Global		BAM		Eliminations		Total
Direct written premiums	$	—	$	37.3	$	—	$	37.3
Assumed written premiums	31.9		—		(31.9)		—
Gross written premiums	31.9		37.3		(31.9)		37.3
Ceded written premiums	—		(31.9)		31.9		—
Net written premiums	$	31.9	$	5.4	$	—	$	37.3

Earned insurance premiums	$	19.4	$	3.9	$	—	$	23.3
Net investment income	12.4		10.5		—		22.9
Net investment income - BAM Surplus Notes	19.7		—		(19.7)		—
Net realized and unrealized investment gains (losses)	(11.4)		(5.6)		—		(17.0)
Other revenues	—		2.0		—		2.0
Total revenues	40.1		10.8		(19.7)		31.2
Acquisition expenses	5.6		.7		—		6.3
General and administrative expenses	1.9		47.8		—		49.7
Interest expense (1)	11.1		—		—		11.1
Interest expense - BAM Surplus Notes	—		19.7		(19.7)		—
Total expenses	18.6		68.2		(19.7)		67.1
Pre-tax income (loss)	$	21.5	$	(57.4)	$	—	$	(35.9)
Supplemental information:
MSC collected (2)	$	—	$	46.4	$	—	$	46.4


	December 31, 2022
Millions	Ark		WM Outrigger Re (1)		Eliminations and Segment Adjustments		Total
Assets
Fixed maturity investments, at fair value	$	772.8	$	—	$	—	$	772.8
Common equity securities, at fair value	334.6		—		—		334.6
Short-term investments, at fair value	280.9		203.7		—		484.6
Other long-term investments	373.6		—		—		373.6
Total investments	1,761.9		203.7		—		1,965.6
Cash	100.0		1.5		—		101.5
Reinsurance recoverables	595.3		—		—		595.3
Insurance premiums receivable	544.1		—		—		544.1
Deferred acquisition costs	127.2		—		—		127.2
Goodwill and other intangible assets	292.5		—		—		292.5
Other assets	65.2		—		—		65.2
Total assets	$	3,486.2	$	205.2	$	—	$	3,691.4
Liabilities
Loss and loss adjustment expense reserves	$	1,296.5	$	—	$	—	$	1,296.5
Unearned insurance premiums	623.2		—		—		623.2
Debt	183.7		—		—		183.7
Reinsurance payable	251.1		—		—		251.1
Contingent consideration	45.3		—		—		45.3
Other liabilities	121.1		1.2		—		122.3
Total liabilities	2,520.9		1.2		—		2,522.1
Equity
White Mountains’s common shareholders’ equity	717.4		204.0		—		921.4
Noncontrolling interests	247.9		—		—		247.9
Total equity	965.3		204.0		—		1,169.3
Total liabilities and equity	$	3,486.2	$	205.2	$	—	$	3,691.4


	Three Months Ended September 30, 2023			Three Months Ended September 30, 2022
		GAAP Return		Remove MediaAlpha		Return - Excluding MediaAlpha		GAAP Return		Remove MediaAlpha		Return - Excluding MediaAlpha
Total consolidated portfolio return		(0.2)	%	0.8	%	0.6	%	0.4	%	0.1	%	0.5	%