PDF EXHIBIT 1 - CURRICULUM VITAE

EXHIBIT 1 ? CURRICULUM VITAE

Jonathan Terrell President

KCIC, Washington, DC April 2002 ? Present

Founder of KCIC and affiliated companies, a strategic consulting firm providing a range of financial, analytical and technology services to corporations and their legal counsel. KCIC's clients operate in a wide variety of industries ranging from financial services and pharmaceuticals to manufacturing and energy. KCIC works closely with leading coverage law firms and over 360 defense firms.

Expert witness in various cases involving insurance company solvency, economic damages, and insurance coverage valuation.

Partners with in-house and outside counsel on all aspects of complex, multi-party insurance-related disputes.

Expert of the property/casualty insurance industry and often sought for analysis of carrier financial health.

Experienced forecaster of mass tort and environmental liabilities, and an authority on the valuation of related insurance coverage and applicability of allocation theory.

Experienced accounting consultant with specific expertise in the analysis of complex financial transactions.

Employment History

Zurich Financial Services, New York Executive Vice President ? Focused Strategies Group August 1996 ? March 2002

Founder of Focused Strategies Group, an innovative and profitable division of Zurich Financial Services.

 Recruited and developed a group of 18 professionals comprising of MBAs, engineers, geologists and attorneys.

Developed and implemented an interactive, multidisciplinary approach to the evaluation of complex insurance liabilities.

Led the development of highly customized valuation models to synthesize multiple variables into focused analyses.

Experienced negotiator in closings of many high profile, complex deals.

Led economic review of troubled manufacturing investment, responsible for recapitalization, negotiations with bank, turnaround strategy, and management team and exit strategy.

JP Morgan, New York Vice President ? Capital Strategy and Quantitative Analysis Group June 1992 ? July 1996

Managed strategic analysis of JP Morgan operations from a corporate finance and quantitative analysis perspective; ongoing responsibility for supporting Corporate Office in setting capital strategy and a range of special analysis projects.

Provided analytical and research support to Capital Committee (a committee of business heads chaired by CFO) in dividend policy, share buyback policy, capital structure, competitor analysis and regulatory issues.

Responsible for project to compute economic and regulatory capital attributable to individual business units, and implement new reporting structure to compute economic value added of each business unit.

Price Waterhouse Cooper, New York and Paris Manager September 1988 ? May 1992

Managed audit, acquisition reviews, asset securitization and other special engagements for major international clients with emphasis on banking and manufacturing industries.

Ernst & Young, London Supervisor September 1984 ? August 1988

Received professional accounting accreditation and accelerated promotion to supervisor.

Acquired wide range of experience including banking, insurance and manufacturing industries.

Professional Qualifications

Education University of Newcastle upon Tyne, United Kingdom Bachelor of Arts 1984

Professional Organizations Fellow of the Institute of Chartered Accountants in England and Wales Member since 1988

White Papers Berkshire Hathaway and Loss Portfolio Transfers: Do They Make Sense? Eight Strategies to Realizing Higher Returns on Schemes of Arrangement Risky Business: Four Key Factors to Consider in Calculating Insurers' Credit Risk

January 2014 September 2011

September 2008

Testimonies in the Last Four Years In the Matter of an Arbitration between Pfizer Inc. and Great Lakes Reinsurance (UK) PLC

Ford Motor Company v. National Indemnity Company Civil Action No. 3:12cv839, United States District Court for the Eastern District of Virginia

In the Matter of an Arbitration between Montrose Chemical Corporation of California and Century Indemnity Company

In the Matter of the Arbitration between Ashland Inc., v. Underwriters at Lloyd's, London, et al

OB 12.31.2013 10-K

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10-K 1 ob1231201310-k.htm 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2013

OR

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 1-33128

ONEBEACON INSURANCE GROUP, LTD.

(Exact name of Registrant as specified in its charter)

Bermuda (State or other jurisdiction of incorporation or organization)

98-0503315 (I.R.S. Employer Identification No.)

601 Carlson Parkway Minnetonka, Minnesota (Address of principal executive offices)

55305 (Zip Code)

Registrant's telephone number, including area code: (952) 852-2431

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

Title of each class Class A Common Shares, par value $0.01 per share

Name of each exchange on which registered New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Act. Yes No

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes No

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 No

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (?232.405 of this chapter) during the preceding 12 months. Yes No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in

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Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

(Do not check if a smaller reporting company)

Smaller reporting company

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

The aggregate market value of voting shares (based on the closing price of Class A common shares listed on the New York Stock Exchange and the consideration received for those shares not listed on a national or regional exchange) held by non-affiliates of the Registrant as of June 30, 2013, was $327,705,756.

As of February 25, 2014, 23,583,865 Class A common shares, par value $0.01 per share, and 71,754,738 Class B common shares, par value $0.01 per share, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Definitive Proxy Statement to be filed with the Securities and Exchange Commission ("SEC") pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), relating to the Registrant's Annual General Meeting of Members scheduled to be held May 21, 2014 are incorporated by reference into Part III of this Form 10K. With the exception of the portions of the Proxy Statement specifically incorporated herein by reference, the Proxy Statement is not deemed to be filed as part of this Form 10-K.

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Table of Contents

ONEBEACON INSURANCE GROUP, LTD. Annual Report on Form 10-K

For the Year Ended December 31, 2013

TABLE OF CONTENTS

ITEM 1. ITEM 1A. ITEM 1B. ITEM 2. ITEM 3. ITEM 4.

ITEM 5.

ITEM 6. ITEM 7. ITEM 7A. ITEM 8. ITEM 9. ITEM 9A. ITEM 9B.

ITEM 10. ITEM 11. ITEM 12. ITEM 13. ITEM 14.

ITEM 15.

PART I Business Risk Factors Unresolved Staff Comments Properties Legal Proceedings Mine Safety Disclosure

PART II Market for the Company's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Selected Financial Data Management's Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures About Market Risk Financial Statements and Supplementary Data Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information

PART III Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters Certain Relationships and Related Transactions, and Director Independence Principal Accountant Fees and Services

PART IV Exhibits and Financial Statement Schedules Signatures Index to Consolidated Financial Statements and Financial Statement Schedules

Page

1 19 27 28 28 28

29

31 33 76 79 79 80 80

80 82 82 82 82

83 86 F-1

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Table of Contents

PART I

ITEM 1. BUSINESS

Overview

OneBeacon Insurance Group, Ltd. (the Company or the Registrant), an exempted Bermuda limited liability company, through its subsidiaries (collectively, OneBeacon, we, us, or our) is a specialty property and casualty insurance writer that offers a wide range of insurance products in the U.S. primarily through independent agencies, regional and national brokers, wholesalers and managing general agencies. As a specialty underwriter, we believe that we will generate superior returns as compared to an underwriter that takes a more "generalist" underwriting approach and that our knowledge regarding specialized insurance products, targeted industries, classes of business, and risk characteristics provides us with a competitive edge when determining the terms and conditions on individual accounts. During 2013, we exited our collector car and boat insurance business, which we wrote through an exclusive underwriting agreement with Hagerty Insurance Agency (Hagerty) that was terminated effective January 1, 2013. See Collector Cars and Boats in "Insurance BusinessSpecialty Products" below. Additionally, during 2013, we received approval to provide multiple peril crop insurance through the federal crop insurance program administered by the U.S. Department of Agriculture's Risk Management Agency. We have entered into an exclusive agreement with a managing general agency, Climate Crop Insurance Agency LLC (The Climate Corporation), to provide coverages through the federal program and other supplemental coverages, including crop-hail. We began writing crop business in the fourth quarter of 2013.

During 2013, OneBeacon formed an indirect wholly-owned subsidiary, Split Rock Insurance, Ltd. (Split Rock), a Bermudabased reinsurance company, which primarily reinsures certain risks of an affiliated entity.

Our reportable segments are Specialty Products, Specialty Industries, and Investing, Financing and Corporate.

The Specialty Products segment is comprised of eight underwriting operating segments representing an aggregation based on those that offer distinct products and tailored coverages and services to a broad customer base across the United States. The Specialty Industries segment is comprised of six underwriting operating segments representing an aggregation based on those that focus on solving the unique needs of a particular customer or industry group. The Investing, Financing and Corporate segment includes the investing and financing activities for OneBeacon on a consolidated basis, and certain other activities conducted through the Company and our intermediate subsidiaries.

OneBeacon was acquired by White Mountains Insurance Group, Ltd. (White Mountains) from Aviva plc (Aviva) in 2001 (the OneBeacon Acquisition). White Mountains is a holding company whose businesses provide property and casualty insurance, reinsurance and certain other products. During the fourth quarter of 2006, White Mountains sold 27.6 million or 27.6% of our common shares in an initial public offering. Prior to the initial public offering, OneBeacon was a wholly-owned subsidiary of White Mountains. As of December 31, 2013, White Mountains owned 75.2% of our common shares.

Our headquarters are located at 14 Wesley Street, 5th Floor, Hamilton HM 11, Bermuda. Our U.S. corporate headquarters are located at 601 Carlson Parkway, Minnetonka, Minnesota 55305 and our registered office is located at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.

OneBeacon has assets, liabilities and capital related to non-specialty business that it no longer writes, principally non-specialty commercial lines and certain other run-off business, including the vast majority of its asbestos and environmental reserves (Runoff Business). In October 2012, OneBeacon entered into a definitive agreement (as amended, the Stock Purchase Agreement) with Trebuchet US Holdings, Inc. (Trebuchet), a wholly-owned subsidiary of Armour Group Holdings Limited (together with Trebuchet, Armour), to sell our run-off business (Runoff Transaction). Pursuant to the terms of the Stock Purchase Agreement, OneBeacon will transfer to Armour all of the issued and outstanding shares of common stock of certain legal entities that will contain the agreed upon level of invested assets and capital supporting the business, as well as liabilities (including gross and ceded loss reserves) and certain elements of the Runoff Business infrastructure, including staff and office space. Additionally, as part of the Runoff Transaction, OneBeacon may provide, under certain scenarios, financing in the form of surplus notes. The Runoff Transaction is expected to close in mid-2014, subject to regulatory approval. See Item 7"Management's Discussion and Analysis of Financial Condition and Results of OperationsSignificant Transactions."

The assets and liabilities associated with the Runoff Business as of December 31, 2013 and 2012 have been presented in the balance sheet as held for sale assuming the investing and financing steps required to effect the sale were completed as of the current

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