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ENSTAR GROUP LTD – 10-K – | Management Discussion and Analysis | Operational Highlights

Edgar Glimpses

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our consolidated financial
statements and the related notes included elsewhere in this annual report.


Some of the information contained in this discussion and analysis or included
elsewhere in this annual report, including information with respect to our plans
and strategy for our business, includes forward-looking statements that involve
risks, uncertainties and assumptions. Our actual results and the timing of
events could differ materially from those anticipated by these forward-looking
statements as a result of many factors, including those discussed under
"Cautionary Statement Regarding Forward-Looking Statements", "Item 1A. Risk
Factors" and elsewhere in this annual report.

                               Table of Contents

Section                                                                                   Page

  Operational Highlights                                                                       45
  Consolidated Results of Operations - for the Years Ended December 31,
202    2    , 202    1     and 20    20                                                        47
•  Underwriting Results                                                                        53
•  Investment Results                                                                          58
•  General and Administrative Expenses                                                         62
  Key Performance Measures                                                                     51
New Business                                                                                   63
  Non-GAAP Financial Measures                                                                  64
  Other Financial Measures                                                                     71
  Results of Operations by Segment - for the Years Ended December 31, 2022,
2021 and 2020                                                                                  72
•  Run-off Segment                                                                             73
•  Assumed Life     Segment                                                                    75
•  Investments Segment                                                                         76
•  Legacy Underwriting Segment                                                                 80
  Corporate and Other                                                                          81
  Current Outlook                                                                              83

  Liquidity and Capital Resources                                                              86

  Critical Accounting Estimates                                                                94



                                Enstar Group Limited | 2022 Form 10-K         45

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                                                             Table of 

Contents

            Item 7 | Management Discussion and Analysis | Operational
Highlights



Operational Highlights


Our consolidated results for the year ended December 31, 2022 reflect our
continued progress on providing capital release solutions to our clients by
acquiring and managing their run-off portfolios.

During 2022 we:

Assumed $3.9 billion of Loss Reserves from Run-off Transactions, including $3.1
billion
from Aspen




•In May 2022, we completed a loss portfolio transfer ("LPT") transaction with
Aspen Insurance Holdings Limited ("Aspen") with respect to $3.1 billion of net
loss reserves, subject to a limit of $3.6 billion. Our existing ADC with Aspen,
which had acquired reserves of $782 million and closed in June 2020, was
absorbed into this LPT.

As a result of this LPT transaction, we assumed an incremental $1.9 billion of
net loss reserves with a diverse mix of property, liability and specialty lines
of business, in exchange for incremental premium of $1.8 billion5, and assumed
claims control.

•In August 2022, we closed a LPT transaction with Probitas Managing Agency
Limited ("Probitas") and assumed $61 million of net loss reserves with respect
to the 2018 and prior year of account exposures of Probitas' managed Syndicate
1492 which cover general liability and financial risks underwritten worldwide.
The LPT converted into a reinsurance to close ("RITC") effective January 1, 2023
following regulatory approvals.

•In November 2022, we closed a LPT transaction with a wholly owned subsidiary of
Argo Group International Holdings, Ltd. ("Argo") covering a number of its direct
U.S. casualty insurance portfolios, including construction, for accident years
2011 to 2019.

At closing, we assumed $718 million of Argo's net loss reserves in exchange for
premium of $631 million, and recorded $93 million of DCA.

Substantially Completed the Unwind of Enhanzed Re's Reinsurance Transactions




•In June 2022, Enhanzed Re paid a $200 million dividend, of which $150 million
was retained by the Company, and $50 million was paid to Allianz SE ("Allianz")
in respect of its ownership interest in Enhanzed Re.

•Following the completion of our strategic review of Enhanzed Re earlier this
year, in August 2022, we entered into a Master Agreement with Allianz through
which we agreed to a series of transactions6 that allowed us to unwind the
Enhanzed Re reinsurance transactions in an orderly manner.

•Enhanzed Re completed and recognized the following transactions during the year
ended December 31, 2022:

•Commuted the catastrophe reinsurance business with Allianz, resulting in the
recognition of a favorable commutation gain of $59 million; and

•Repaid the $70 million, in aggregate principal, of subordinated notes issued by
Enhanzed Re to an affiliate of Allianz.


•In November 2022, Enhanzed Re completed a novation of the reinsurance closed
block of life annuity policies to Monument Re Limited ("Monument Re"). We
settled the life liabilities and the related assets at carrying value in return
for cash consideration as of the closing date. As at September 30, 2022, the
carrying value of the life liabilities and related assets was $1.2 billion and
$980 million, respectively, which would be recorded as $328 million7 of other
income if measured as of this date.

•Our net earnings attributable to Enstar will be reduced by the amount
attributable to Allianz's 24.9% noncontrolling interest in Enhanzed Re at the
time of the transaction and a portion of our other income recorded will be
subject to deferral over the expected settlement period for the life annuity
policies to

5 Refer to "New Business" section for further details.

6 Refer to Note 1 to our consolidated financial statements for further details.


7The $328 million of other income will consist of the gain or loss on the
novation transaction and the impact of the realization of AOCI relating to the
adoption of the LDTI standard which was retrospectively applied as of the
January 1, 2023 adoption date. Refer to Note 2 to our consolidated financial
statements for further details.

                                Enstar Group Limited | 2022 Form 10-K       

46

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                                                             Table of 

Contents

Item 7 | Management Discussion and Analysis | Consolidated Results of Operations

account for our pre-existing 20% ownership interest in Monument Re, resulting in
an expected overall increase in our first quarter 2023 net earnings of $197
million
from the novation.

•Activity for the period from October 1, 2022 to November 7, 2022 will impact
the amount of other income and net earnings recorded.


•On December 28, 2022, Enhanzed Re repurchased the entire 24.9% ownership
interest Allianz held in Enhanzed Re for $174 million. The purchase price will
be subject to a post-closing adjustment based on the final net book value of
Enhanzed Re as of December 31, 2022. Following the completion of this
transaction, Enhanzed Re became a wholly-owned subsidiary of Enstar.

•The final impact of the novation and the share repurchase will be reflected in
our first quarter 2023 results, as we report the results of Enhanzed Re on a one
quarter reporting lag.

Executed Capital Transactions




•We completed a $500 million junior subordinated notes offering in January 2022,
the net proceeds of which were primarily used to fund the payment at maturity of
the outstanding $280 million aggregate principal amount of our senior notes,
which matured in March 2022.

•We repurchased 697,580 voting ordinary shares during the year ended December
31, 2022 for an aggregate $163 million, representing an average price per share
of $233.92. During the year ended December 31, 2022, we utilized $105 million of
the $200 million authorized under the 2022 Repurchase Program and the remaining
$59 million authorized under the 2021 Repurchase Program to repurchase our
ordinary shares. There were no share repurchases during the three months ended
December 31, 2022.


                                Enstar Group Limited | 2022 Form 10-K         47

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                                                             Table of 

Contents

Item 7 | Management Discussion and Analysis | Consolidated Results of Operations

Consolidated Results of Operations - For the Years Ended December 31, 2022, 2021
and 2020

Primary GAAP Financial Measures

We use the following GAAP measures to manage the company and monitor our
performance:

•Net earnings and net earnings attributable to Enstar ordinary shareholders,
which collectively provide a measure of our performance focusing on
underwriting, investment and expense results;


•Comprehensive income attributable to Enstar, which provides a measure of the
total return, including unrealized investment gains and losses on investments,
as well as other elements of other comprehensive income;

•Book value per share ("BVPS"), which we use to measure the value of our company
over time;

•Return on equity ("ROE"), which measures our profitability by dividing our
earnings attributable to the company by our shareholders' equity;

•Total investment return ("TIR"), which measures the rate of return we obtain,
both realized and unrealized, on our investments; and


•Run-off liability earnings ("RLE") and RLE %, which measure both the dollar
amount of prior period development we achieve on managing our acquired
portfolios (RLE) and the percentage rate of return we obtain on managing our
run-off liabilities by dividing our prior period net incurred losses and LAE by
our average net loss reserves (RLE %).

We amended our calculation of TIR to include the unrealized gains (losses), net
of reclassification adjustments and excluding foreign exchange on our AFS
securities, included within other comprehensive income ("OCI"). We believe this
represents a better measure of "total" investment return, and eliminates the
discrepancy between the numerator and denominator, whereby the fair value of AFS
securities includes any unrealized gains (losses) in AOCI. The change in the
calculation was applied to all periods presented herein.

Effective December 31, 2022, we voluntarily changed our accounting policy for
calculating the amortization of our DCAs and retrospectively applied this change
to all applicable prior period financial statement information. As of January 1,
2020, the cumulative effect of this change resulted in a $158 million increase
to retained earnings. The favorable impacts to net earnings for the years ended
December 31, 2022, 2021 and 2020 were $163 million, $65 million and $4 million,
respectively.

We regard DCA as an adjustment to the liabilities that we acquire and record at
book value. As a result, DCA reflects the time value of money difference between
the premium received and liabilities recorded. As a result of the change:

•We no longer adjust DCA amortization as if any change in ultimates losses were
known on inception; and

•We have removed DCA amortization from our measures of RLE and RLE % as we now
view DCA as a separate overall cost of the acquisition of the contract. The
change in the calculation was applied to all prior periods presented herein.

Further information on this change in accounting principle can be found in Note
2 and Note 9 to our consolidated financial statements.


                                Enstar Group Limited | 2022 Form 10-K       

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                                                             Table of 

Contents

Item 7 | Management Discussion and Analysis | Consolidated Results of Operations

The following table sets forth certain consolidated financial information for
the years ended December 31, 2022, 2021 and 2020:

                                                                            Year Ended December 31,
                                                                                   $ / pp                                $ / pp
                                               2022              2021              Change              2020              Change
                                                                         (in millions of U.S. dollars)

Underwriting Results
Net premiums earned                         $     66          $    245          $   (179)           $    572          $   (327)

Net incurred losses and LAE
Current period                                    48               172              (124)                405              (233)
Prior Period                                    (756)             (403)             (353)                (32)             (371)
Total net incurred losses and LAE               (708)             (231)             (477)                373              (604)
Policyholder benefit expenses                     25                (3)               28                   -                (3)
Amortization of net deferred charge assets        80                55                25                  39                16
Acquisition costs                                 23                57               (34)                171              (114)

Investment Results
Net investment income                       $    455          $    312               143            $    303                 9
Net realized (losses) gains                     (135)              (61)              (74)                 19               (80)
Net unrealized (losses) gains                 (1,479)              178            (1,657)              1,623            (1,445)
(Loss) earnings from equity method
investments                                      (74)               93              (167)                239              (146)

General and administrative expenses $ 331 $ 367

         (36)           $    502              (135)

NET (LOSS) EARNINGS                         $   (945)         $    553            (1,498)           $  1,731            (1,178)

NET (LOSS) EARNINGS ATTRIBUTABLE TO ENSTAR
ORDINARY SHAREHOLDERS                       $   (906)         $    502            (1,408)           $  1,723            (1,221)

COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO
ENSTAR                                      $ (1,429)         $    440            (1,869)           $  1,832            (1,392)

GAAP measures:
BVPS                                        $ 246.20          $ 329.20          $ (83.00)           $ 293.97          $  35.23
ROE                                            (15.6) %            7.9  %          (23.5)  pp           38.4  %          (30.5)  pp
RLE %                                            6.3  %            3.9  %            2.4   pp            0.4  %            3.5   pp
TIR %                                           (9.0) %            2.0  %          (11.0)  pp           14.6  %          (12.6)  pp

Non-GAAP measures:
Adjusted BVPS*                              $ 243.09          $ 323.43          $ (80.34)           $ 288.56          $  34.87
Adjusted ROE*                                   (1.1) %           10.1  %          (11.2)  pp           41.9  %          (31.8)  pp
Adjusted RLE % *                                 3.9  %            3.6  %            0.3   pp            3.5  %            0.1   pp
Adjusted TIR %*                                 (0.2) %            3.6  %           (3.8)  pp           12.4  %           (8.8)  pp

pp - Percentage point(s)

*Non-GAAP measure; refer to "Non-GAAP Financial Measures" section for
reconciliation to the applicable GAAP financial measure.

Overall Results

Year Ended December 31, 2022 versus 2021:


Net loss attributable to Enstar ordinary shareholders was $906 million for the
year ended December 31, 2022, which compares to net income of $502 million from
2021, as a result of:

•Negative investment results (sum of net investment income, net realized
(losses) gains, net unrealized (losses) gains and (loss) earnings for equity
method investments) of $1.2 billion compared to favorable investment results of
$522 million for the year ended December 31, 2021, primarily driven by:

                                Enstar Group Limited | 2022 Form 10-K       

49

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                                                             Table of 

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Item 7 | Management Discussion and Analysis | Consolidated Results of Operations




•Net realized and unrealized losses of $1.6 billion, primarily related to fixed
income assets, for the year ended December 31, 2022, compared to net gains of
$117 million for the year ended December 31, 2021. Rising interest rates across
U.S., U.K. and European markets, in addition to widening investment grade credit
spreads led to the net losses on our fixed income securities, and global equity
market declines and widening high yield and leveraged loan credit spreads led to
the net losses on our other investments, including equities.

•Losses from equity method investments of $74 million compared to earnings of
$93 million for the year ended December 31, 2021 further contributed to the
decrease in our earned investment returns, primarily as a result of recognizing
a $52 million other-than-temporary impairment relating to the carrying value of
one of our equity method investments and consolidating Enhanzed Re effective
September 1, 2021. Prior to that date, the results of Enhanzed Re were recorded
in earnings from equity method investments within the Investments segment. Our
earnings relating to Enhanzed Re prior to the consolidation in 2021 were $82
million.

•This was partially offset by an increase in net investment income of $143
million due to investment of new premium, reinvestment of maturing investments
at higher yields and fixed income securities with floating rates which reset at
higher rates of interest income.

•A net gain on purchase and sales of subsidiaries of $73 million in 2021,
primarily driven by the bargain purchase gain recognized on the step acquisition
of Enhanzed Re and a net gain on sales of subsidiaries of $26 million.

•Lower net earned premiums of $179 million, partially due to placing our
Starstone International business into run-off in mid-2020.

This was partially offset by:

•Reduced total expenses of $477 million as a result of the combination of:


•Reductions of $124 million in current period net incurred losses and LAE and
$34 million in acquisition costs as a result of largely exiting or placing into
run-off our active underwriting platforms, including StarStone International;

•An increase in favorable development in net incurred losses and LAE for prior
periods of $353 million, primarily driven by a change in fair value of our 2017
and 2018 portfolios where we elected the fair value option and reductions in
estimates of net ultimate losses. This resulted in RLE of 6.3% in 2022 in
comparison to RLE of 3.9% in 2021; in addition to

•A reduction of $36 million in general and administrative expenses primarily
driven by reductions to long-term incentive plan costs and a decrease in IT
costs as a result of reduced project activity, partially offset by the absence
of a proportional reduction in accrued performance-based costs which were
recorded in the comparative period.

The above factors contributed to our 2022 net loss of $945 million as compared
to 2021 net earnings of $553 million.


Comprehensive loss attributable to Enstar was $1.4 billion for the year ended
December 31, 2022, as compared to comprehensive income of $440 million for the
year ended December 31, 2021. The variance was primarily due to an increase in
unrealized losses on our fixed income securities, AFS, as a result of rising
interest rates. The unrealized losses on our fixed income securities, AFS,
combined with our investment results, contributed to an unfavorable TIR of
(9.0)% in 2022, in comparison to a TIR of 2.0% in 2021.

BVPS decreased by 25.2% primarily as a result of comprehensive loss attributable
to Enstar of $1.4 billion.

As a result of the current period net loss and comprehensive loss attributable
to Enstar described above, our ROE decreased by 23.5 pp.



                                Enstar Group Limited | 2022 Form 10-K       

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                                                             Table of Contents

          Item 7 | Management Discussion and Analysis | Key Performance Measures


Year Ended December 31, 2021 versus 2020:

Net earnings attributable to Enstar ordinary shareholders decreased by $1.2
billion
from $1.7 billion in 2020 to $502 million in 2021, as a result of:


•Reduced investment results of $1.7 billion, driven by significant
outperformance by our investments in 2020, during which period we had net
unrealized gains of $1.6 billion not repeated in 2021. In 2021, we redeemed and
liquidated the InRe Fund, which provided $1.2 billion of unrealized gains in
2020, and our other investments, including equities, were impacted by reduced
U.S. and Chinese equity market returns combined with rising interest rates.

•Lower net premiums earned of $327 million, primarily relating to our legacy
underwriting business which we exited in 2020. In 2021, we continued to earn
premium from our Run-off segment relating to our AmTrust RITC transactions and
StarStone International business, which was put into run-off effective June 2020
and transferred to the Run-off segment effective January 1, 2021.

•Decreased other income of $98 million, primarily from reduced favorable
experience with our defendant A&E liabilities.

This was partially offset by:

•The net gain on purchase and sales of subsidiaries of $73 million, which was
driven by a bargain purchase gain associated with our step acquisition of
Enhanzed Re.

•Reduced total expenses of $858 million as a result of the combination of:


•the exit of our legacy underwriting businesses resulting in a reduction of $349
million in current period net incurred losses and LAE, $138 million in
acquisition costs and $148 million in general and administrative costs within
the Legacy Underwriting segment; in addition to

•an increase in favorable development in net incurred losses and LAE of $371
million, primarily driven by a change in fair value of our 2017 and 2018
portfolios where we elected the fair value option. This improved our RLE to 3.9%
in 2021 compared to 0.4% in 2020.

The reductions in income and operating expenses described above resulted in a
$1.2 billion decrease in net earnings from $1.7 billion to $553 million.


Comprehensive income attributable to Enstar decreased by $1.4 billion from $1.8
billion in 2020 to $440 million in 2021 due an increase in unrealized losses on
our fixed income securities, AFS as a result of rising interest rates. The
unrealized losses on our fixed income securities, AFS, combined with the
unfavorable movement in our investment results, contributed to our TIR of 2.0%
for 2021 which was significantly lower than our TIR of 14.6% for 2020.

BVPS increased by 12.0% as a result of repurchasing 18.6% of our ordinary shares
at a 24.0% discount to book value, combined with comprehensive income
attributable to Enstar of $440 million for 2021.

Overall, our ROE decreased by 30.5 pp.



                                Enstar Group Limited | 2022 Form 10-K       

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          Item 7 | Management Discussion and Analysis | Key Performance Measures


Overall Measures of Performance

BVPS and Adjusted BVPS*

                    [[Image Removed: esgr-20221231_g8.jpg]]
BVPS and Adjusted BVPS* decreased by 25.2% and 24.8%, respectively, from December 31, 2021
to December 31, 2022, primarily due to realized and unrealized investment losses of $1.8
billion (recorded through the income statement and other comprehensive income) for the
year ended December 31, 2022.


ROE and Adjusted ROE*

                    [[Image Removed: esgr-20221231_g9.jpg]]


2022 versus 2021

ROE decreased by 23.5 pp primarily due to the components in the following
diagram:


[[Image Removed: esgr-20221231_g10.jpg]]Adjusted ROE* decreased by 11.2 pp, as
it excludes the impact of net realized and unrealized losses on fixed income
securities.

*Non-GAAP measure; refer to "Non-GAAP Financial Measures" section for
reconciliation to the applicable GAAP financial measure.




                                Enstar Group Limited | 2022 Form 10-K         52

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          Item 7 | Management Discussion and Analysis | Key Performance Measures



2021 versus 2020

ROE decreased by 30.5 pp primarily due to the components in the following
diagram:

                    [[Image Removed: esgr-20221231_g11.jpg]]

Adjusted ROE* decreased by 31.8 pp, as the impact of excluding the favorable
change in the interest rate components of the valuation of liabilities for which
we have elected the fair value option offset the exclusion of the unfavorable
impact of net realized and unrealized losses on fixed income securities.

*Non-GAAP measure; refer to "Non-GAAP Financial Measures" section for
reconciliation to the applicable GAAP financial measure.


We discuss the results of our operations by aggregating certain captions from
our consolidated statements of earnings, as we believe it provides a more
meaningful view of our results and eliminates repetition that would arise if
captions were discussed on an individual basis.

In order to facilitate discussion, we have grouped the following captions:

•Underwriting results: includes net premiums earned, net incurred losses and
LAE, policyholder benefit expenses and acquisition costs.


•Investment results: includes net investment income, net realized (losses)
gains, net unrealized (losses) gains (recorded through the income statement and
other comprehensive income) and (losses) earnings from equity method
investments.

•General and administrative results: includes general and administrative
expenses.


                                Enstar Group Limited | 2022 Form 10-K       

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          Item 7 | Management Discussion and Analysis | Key Performance Measures



Underwriting Results



Our strategy is focused on effectively managing (re)insurance portfolios
underwritten in previous years that we assume through our provision of capital
release solutions and acquisition of portfolios and businesses in run-off.


Although we have largely exited our active underwriting platforms, we still
record net premiums earned and the associated current period net incurred losses
and LAE and acquisition costs as a result of the run-off of unearned premiums
from transactions completed in recent years.

Premiums earned in the Run-off segment are generally offset by the related
current period net incurred losses and LAE and acquisition costs.

The components of underwriting results for the years ended December 31, 2022,
2021 and 2020 are as follows:


                                                                      2022                                                                                                    2021
                                                                                             Corporate and                                                                    Legacy              Corporate and
                        Run-off          Assumed Life           Legacy Underwriting              other             Total           Run-off          Assumed Life           Underwriting               other             Total
                                                                                                            (in millions of U.S. dollars)
Net premiums earned   $     40          $         17          $                  9          $          -          $  66          $    182          $          5          $           58          $          -          $ 245
Net incurred losses
and LAE:
Current period              44                     -                             4                     -             48               144                     2                      26                     -            172
Prior periods             (486)                  (55)                            3                  (218)          (756)             (338)                    -                      (6)                  (59)          (403)
Total net incurred
losses and LAE            (442)                  (55)                            7                  (218)          (708)             (194)                    2                      20                   (59)          (231)
Policyholder benefit
expenses                     -                    25                             -                     -             25                 -                    (4)                      -                     1             (3)
Acquisition costs           22                     -                             1                     -             23                44                     -                      13                     -             57
Underwriting results  $    460          $         47          $                  1          $        218          $ 726          $    332          $          7          $           25          $         58          $ 422


                                                                         2020
                                                                          Legacy              Corporate and
                                             Run-off                   Underwriting               other                 Total
                                                             (in millions of U.S. dollars)
Net premiums earned                       $        59                $          513          $           -          $      572
Net incurred losses and LAE:
Current period                                     30                           375                      -                 405
Prior periods                                    (175)                           (4)                   147                 (32)
Total net incurred losses and LAE                (145)                          371                    147                 373

Acquisition costs                                  20                           151                      -          $      171
Underwriting results                      $       184                $           (9)         $        (147)         $       28


                                Enstar Group Limited | 2022 Form 10-K         54

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          Item 7 | Management Discussion and Analysis | Key Performance Measures



Current Period

The current period underwriting results from our (re)insurance operations
include net earned premiums that have been declining as a result of our
transition away from active underwriting activities.

[[Image Removed: esgr-20221231_g12.jpg]]

The reductions in net premiums earned and current period net incurred losses and
LAE were driven by reduced levels of activity arising from our exit of our
active underwriting platforms beginning in 2020.


For the year ended December 31, 2022, we earned premium from our StarStone
International business and from our Assumed Life segment. In comparison, our
2021 and 2020 earned premium was primarily driven by StarStone International and
AmTrust RITC business, which was entered into in 2019.

Prior Periods - RLE


The following tables summarize RLE, RLE %, Adjusted RLE* and Adjusted RLE %* by
acquisition year for the years ended December 31, 2022, 2021 and 2020, which
management believes is useful in measuring and monitoring performance of our
claims management activity on the portfolios that we have acquired. This permits
comparability between acquisition years of different loss reserve volumes.

Refer to the table below for a summary of RLE and Adjusted RLE* for the year
ended December 31, 2022:

                                                                                                             2022
                                                                            RLE                                                         Adjusted RLE*
                                                                                                                                          Average
                                                                      Average net                                Adjusted RLE /        adjusted net             Adj RLE*
       Acquisition Year                            RLE / PPD         loss reserves             RLE %                  PPD*            loss reserves*                %
                                                                                                (in millions of U.S. dollars)
        2012 and prior                           $       15          $       549                    2.7  %       $        27          $        615                     4.4  %
             2013                                        (1)                 186                   (0.5) %                 2                    41                     4.9  %
             2014                                        30                  765                    3.9  %                15                    82                    18.3  %
             2015                                        12                  312                    3.8  %                13                   319                     4.1  %
             2016                                        14                  731                    1.9  %                22                   808                     2.7  %
             2017                                       183                  745                   24.6  %                30                   905                     3.3  %
             2018                                        58                  913                    6.4  %                19                   985                     1.9  %
             2019                                        59                1,156                    5.1  %                54                 1,685                     3.2  %
             2020                                      (120)                 719                  (16.7) %              (120)                  720                   (16.7) %
             2021                                       435                3,861                   11.3  %               356                 4,443                     8.0  %
             2022                                        71                2,032                                          71                 2,033
            Total                                $      756          $    11,969                    6.3  %       $       489          $     12,636                     3.9  %


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Item 7 | Management Discussion and Analysis | Key Performance Measures




2022:

Our RLE % was positively impacted by a net reduction in estimates of net
ultimate losses of $403 million, a reduction of $200 million in the fair value
of liabilities for which we have elected the fair value option and a $135
million
reduction in provisions for ULAE.

We recorded:

Favorable RLE of $160 million in acquisition years 2019 and 2021 on our ADC
contracts where our cedants have experienced continued favorable ground-up
performance.

Favorable RLE in the 2017 acquisition year was driven predominantly by a
reduction in the fair value of liabilities for which we have elected the fair
value option.


Favorable RLE in the 2018 acquisition year was driven by favorable claims
activity from major claims reviews on our professional indemnity/directors and
officers and marine, aviation and transit lines of business for our Lloyd's
syndicate books combined with a reduction in the fair value of liabilities where
we have elected the fair value option.

Favorable RLE in the 2019 acquisition year was driven by continued favorable
experience in an ADC contract.


Unfavorable RLE in the 2020 acquisition year was adversely impacted by general
casualty liabilities where we experienced additional claim reporting latency and
unexpected increased severity on a small number of large New York Labor Law
claims, which resulted in increased overall ultimate loss estimates on one
portfolio. In addition, we experienced higher than expected claims severity,
primarily on older liabilities, and slower than expected claim settlement rates
related to our ride share motor portfolio. This was partially offset by
favorable development on other portfolios.

Favorable RLE in the 2021 acquisition year was driven by continued favorable
experience in our workers' compensation portfolios, which benefited from lower
severity trends on certain existing claims, reduced levels of expected frequency
of claims for excess workers' compensation risks, favorable claim settlements,
and accelerated and favorable claim settlement patterns on certain portfolios.
In addition, we recorded favorable development on an ADC contract where the
cedants have experienced continued favorable ground-up performance. We also
recorded favorable claim activity on the Assumed Life segment catastrophe book,
combined with the recognition of a gain on commutation of the catastrophe
reinsurance business of $59 million.

Favorable RLE in the 2022 acquisition year was primarily driven by a portfolio
where our initial estimate of claims handling costs (or ULAE) were reduced, as
we achieved better than expected current and future cost economies of scale on
this transaction.

Our Adjusted RLE %* was positively impacted by the net reduction in estimates of
net ultimate losses relating to the Run-off segment, as described above. It
excludes the impact of the changes in the discount rate upon the fair value of
liabilities where we have elected the fair value option and the amortization of
fair value adjustments relating to purchased subsidiaries.

*Non-GAAP measure; refer to "Non-GAAP Financial Measures" section for
reconciliation to the applicable GAAP financial measure.



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Item 7 | Management Discussion and Analysis | Key Performance Measures




Refer to the table below for a summary of RLE and Adjusted RLE* for the year
ended December 31, 2021:

                                                                                               2021
                                                               RLE                                                        Adjusted RLE*
                                                                                                                            Average
                                                          Average net                              Adjusted RLE /        adjusted net
       Acquisition Year                RLE / PPD         loss reserves            RLE %                 PPD*            loss reserves*        Adjusted

RLE* %

(in millions of U.S. dollars)

        2012 and prior               $       34          $       558                  6.1  %       $        39          $        633                    6.2  %
             2013                             9                  133                  6.8  %                 3                    58                    5.2  %
             2014                            25                  945                  2.6  %                30                   102                   29.4  %
             2015                            21                  370                  5.7  %                22                   378                    5.8  %
             2016                            10                  815                  1.2  %                 8                   894                    0.9  %
             2017                            89                1,006                  8.8  %                34                 1,069                    3.2  %
             2018                            45                1,208                  3.7  %                38                 1,237                    3.1  %
             2019                            47                1,320                  3.6  %                92                 1,871                    4.9  %
             2020                           (27)               1,845                 (1.5) %               (27)                1,845                   (1.5) %
             2021                           150                2,144                  7.0  %               142                 2,368                    6.0  %

            Total                    $      403          $    10,344                  3.9  %       $       381          $     10,455                    3.6  %


2021:

Overall, RLE % and Adjusted RLE* % were primarily driven by net favorable actual
claims experience compared with our expected claims trends. This was notable in
the 2012 and prior, 2017 and 2018 acquisition years.

RLE was positively impacted by a net reduction in estimates of net ultimate
losses of $281 million, a reduction of $75 million in the fair value of
liabilities for which we have elected the fair value option and a $63 million
reduction in provisions for ULAE.

Adjusted RLE* excludes the impact of the changes in the discount rate upon the
fair value of liabilities where we have elected the fair value option, the
impact of changes in ULAE and the amortization of fair value adjustments
relating to purchased subsidiaries.

Other notable events within our acquisition years were:


Adjusted RLE* for our 2019 acquisition year had lower than expected asbestos
related claim frequency related to our defendant A&E liabilities. RLE and RLE %
does not include the impact of changes to our defendant A&E liabilities.

Our 2020 acquisition year had adverse development on our motor book offset by
favorable development in other portfolios relating to the 2018 and 2019 accident
years.

Acquisition year 2021 experienced favorable claim activity in our professional
indemnity/directors and officers and motor lines of business relative to
expectations at take-on.

*Non-GAAP measure; refer to "Non-GAAP Financial Measures" section for
reconciliation to the applicable GAAP financial measure.


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Item 7 | Management Discussion and Analysis | Key Performance Measures




Refer to the table below for a summary of RLE and Adjusted RLE* for the year
ended December 31, 2020:

                                                           2020
                                                                                                                  RLE                                                        Adjusted RLE*
                                                                                                                                                                           Average adjusted
                                                                                                              Average net                             Adjusted RLE /           net loss
       Acquisition Year                                                                    RLE / PPD         loss reserves           RLE %                 PPD*               reserves*           Adjusted RLE* %
                                                                                                                                       (in millions of U.S. dollars)
        2012 and prior                                                                   $       44          $      674                  6.5  %       $        51          $         756                    6.7  %
             2013                                                                                16          $      174                  9.2  %                 9                     73                   12.3  %
             2014                                                                                 1               1,064                  0.1  %                 3                    111                    2.7  %
             2015                                                                                20                 451                  4.4  %                21                    463                    4.5  %
             2016                                                                                21                 915                  2.3  %                36                    999                    3.6  %
             2017                                                                               (50)              1,108                 (4.5) %                39                  1,178                    3.3  %
             2018                                                                                18               1,459                  1.2  %                69                  1,504                    4.6  %
             2019                                                                                33               1,495                  2.2  %               130                  2,034                    6.4  %
             2020                                                                               (71)              1,011                 (7.0) %               (71)                 1,011                   (7.0) %

            Total                                                                        $       32          $    8,351                  0.4  %       $       287          $       8,129                    3.5  %


2020:

Overall, RLE % and Adjusted RLE* % were primarily driven by a mix of favorable
and unfavorable actual claims experience compared with our expected claims
trends. Our experience was notably favorable in our 2012 and prior, 2016, 2017
and 2018 acquisition years, offset by adverse development in our 2020
acquisition year as detailed below.

RLE was adversely impacted by an increase of $119 million in 2020 relating to
the change in the discount rate component of the fair value of liabilities for
which we have elected the fair value option in the 2017 and 2018 acquisition
years as a result of decreases in interest rates, which was offset by a net
reduction in estimates of net ultimate losses of $130 million and a $49 million
reduction in provisions for ULAE.

Other notable events within our acquisition years were:


Adjusted RLE* for our 2016 and 2019 acquisition years were favorably impacted by
lower than expected asbestos related claim frequency related to our defendant
A&E liabilities. RLE and RLE % does not include the impact of changes to our
defendant A&E liabilities.

Our 2017 and 2018 acquisition years had favorable development on losses relating
primarily to older accident years on asbestos related claims and reduced
asbestos related claim frequency, partially offset by the adverse impact on RLE
% of changes in the discount rate component of the fair value of liabilities for
which we have elected the fair value option.

Our 2020 acquisition year was driven by adverse development on the motor book,
offset by favorable development in other portfolios relating to older accident
years.

*Non-GAAP measure; refer to "Non-GAAP Financial Measures" section for
reconciliation to the applicable GAAP financial measure.



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Investment Results



We strive to structure our investment holdings and the duration of our
investments in a manner that recognizes our liquidity needs, including our
obligation to pay losses and future policyholder benefit expenses.


The components of our investment results split between our fixed income assets
(which includes our short-term and fixed maturity investments classified as
trading and AFS, funds held-directly managed, cash and cash equivalents,
including restricted cash and cash equivalents, and funds held by reinsured
companies, collectively our "Fixed Income" assets) and other investments (which
includes equities and equity method investments, collectively our "Other
Investments") for the years ended December 31, 2022, 2021 and 2020 are as
follows:

                                                       2022                                                             2021                                                           2020
                             Fixed Income          Other Investments           Total           Fixed Income         Other Investments          Total          Fixed Income         Other Investments          Total
                                                                                                          (in millions of U.S. dollars)
Net investment income       $        373          $             82          $    455          $      239           $            73            $ 312          $      256           $             47          $   303
Net realized (losses) gains         (111)                      (24)             (135)                 (4)                      (57)             (61)                 18                          1               19
Net unrealized (losses)
gains                             (1,070)                     (409)           (1,479)               (206)                      384              178                 288                      1,335            1,623
Earnings (losses) from
equity method investments              -                       (74)              (74)                  -                        93               93                   -                        239              239
Other comprehensive income:
Unrealized (losses) gains
on fixed income securities,
AFS, net of
reclassification
adjustments excluding
foreign exchange                    (570)                        -              (570)               (100)                        -             (100)                 70                          -               70
TIR ($)                     $     (1,378)         $           (425)         $ (1,803)         $      (71)          $           493            $ 422          $      632           $          1,622          $ 2,254
TIR %                               (9.3) %                   (8.2) %           (9.0) %             (0.5)  %                   8.8    %         2.0  %              5.7   %                   36.9  %          14.6  %
Adjusted TIR %*                      2.3  %                   (8.2) %           (0.2) %              1.6   %                   8.8    %         3.6  %              2.4   %                   36.9  %          12.4  %

*Non-GAAP measure; refer to "Non-GAAP Financial Measures" section for
reconciliation to the applicable GAAP financial measure.

Net Investment Income

                    [[Image Removed: esgr-20221231_g13.jpg]]

2022 versus 2021: Net investment income increased primarily due to:

•an increase in our average aggregate fixed income assets of $1.2 billion due to
new business acquired during 2022 and late 2021; and


•an increase in our book yield of 63 basis points due to a combination of
investment of new premium and reinvestment of fixed income securities at higher
yields and the impact of rising short-term interest rates on the $2.9 billion of
our fixed income securities that are subject to floating interest rates. Our
floating rate investments generated increased net investment income of
$59 million, which equates to an increase of 195 basis points on those
investments in comparison to the prior year.

2021 versus 2020: Net investment income increased primarily due to:

•an increase in our average aggregate fixed income assets of $4.2 billion due to
new business during 2021; partially offset by


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•a decrease in the investment yield primarily due to time required to invest
premium from 2021 transactions.

Net Realized and Unrealized (Losses) Gains included in Comprehensive Income

                    [[Image Removed: esgr-20221231_g14.jpg]]

2022 versus 2021: The negative variance of $2.2 billion when comparing net
realized and unrealized losses in 2022 to net realized losses and net unrealized
gains in 2021 was the result of:


•an increase in net realized and unrealized losses on fixed income assets,
including OCI of $1.4 billion, primarily driven by more than 270 basis points of
rising interest rates across U.S., U.K. and European markets, in addition to
widening of investment-grade credit spreads through 2022; and

•net realized and unrealized losses on other investments, including equities, of
$433 million compared to net gains of $327 million in 2021. The unfavorable
variance of $760 million was primarily driven by:

•losses from our public equities, fixed income funds, CLO equities and hedge
funds in 2022, largely as a result of global equity market declines and the
widening of high yield and leveraged loan credit spreads; in comparison to


•net realized and unrealized gains recognized in 2021 in our fixed income funds,
public equity, private equity CLO equities, private debt and real estate
holdings, driven by the tightening of high yield and loan spreads and rallies in
global equity markets.

2021 versus 2020: Net realized and unrealized gains decreased primarily due to:


•net realized and unrealized losses on fixed income assets, including OCI of
$310 million in 2021 compared to net realized annualized gains, including OCI of
$376 million in the prior year, a negative variance of $686 million, which was
primarily driven by rising interest rates across U.S., U.K. and European
markets, partially offset by a tightening in credit spreads; and

•a decrease in net realized and unrealized gains on other investments, including
equities, of $1.0 billion or 75.5%, from the prior year. This was primarily
driven by:


•net realized and unrealized losses of $58 million in the InRe Fund primarily
due to the deterioration of global and Chinese equity markets through the second
half of 2021, including Chinese American Depository Receipts ("ADRs"), to which
the fund had exposure; partially offset by

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•net realized and unrealized gains of $327 million in our public equity, private
equity and CLO equities, driven by tightening of high yield and loan spreads and
rallies in global equity markets.

•This was in comparison to net realized and unrealized gains of $1.3 billion
recognized in 2020, mainly driven by unrealized gains of $1.2 billion relating
to the InRe Fund.

Earnings (losses) from equity method investments


Effective September 1, 2021, Enhanzed Re was consolidated by us8. Prior to that
date, the results of Enhanzed Re were recorded in earnings (losses) from equity
method investments on a one quarter lag.

                    [[Image Removed: esgr-20221231_g15.jpg]]

2022 versus 2021: The negative variance of $167 million when comparing losses in
2022 from equity method investments to earnings in 2021 was primarily due to:


•our acquisition of the controlling interest in and subsequent consolidation of
Enhanzed Re in 2021 (which included $82 million of equity method earnings prior
to its consolidation in September 2021); and

•recognizing a $52 million other-than-temporary impairment to the carrying value
of one of our equity method investments.


The consolidated net loss from Enhanzed Re was $235 million for the year ended
December 31, 2022, driven by unrealized investment losses which compared to the
$82 million from Enhanzed Re that was included in equity method investment
earnings in 2021.

2021 versus 2020: Earnings from equity method investments decreased, primarily
due to:


•a reduction in Enhanzed Re earnings, primarily driven by catastrophe losses
from the European storms, German floods and worsening of COVID-19 claims
sustained in the second quarter of 2021 for which our share of losses was $35
million, partially offset by significant net realized and unrealized gains on
investments in the last quarter of 2020; and

•a reduction in Monument Re earnings as a result of a decrease in bargain
purchase gains relative to the comparative period.

8 Refer to Note 4 to the consolidated financial statements for further
information.


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Investable Assets

The below charts are in billions of U.S. dollars


[[Image Removed: esgr-20221231_g16.jpg]]
[[Image Removed: esgr-20221231_g17.jpg]]
•Investable assets decreased by 10.0% from December 31, 2021 to December 31, 2022,
primarily due to a decline in the carrying value of our fixed income assets and other
investments, including equities, and due to assets used to support net paid losses,
partially offset by assets assumed from new transactions during the year.
•Adjusted investable assets* decreased by 1.2% from December 31, 2021 to December 31,
2022, as a result of a decline in the carrying value of our other investments, including
equities, and the impact of net paid losses, partially offset by assets assumed from new
transactions during the year.
•Cash and cash equivalents decreased by $762 million from December 31, 2021 to December
31, 2022, primarily as a result of the redeployment of a portion of the InRe Fund
redemptions to other investments, including equities.


*Non-GAAP measure; refer to "Non-GAAP Financial Measures" section for
reconciliation to the applicable GAAP financial measures.

Duration and average credit rating


The fair value, duration and average credit rating by segment is as follows:

                                                               2022                                                                  2021
                                   Fair Value          Average Duration          Average Credit          Fair Value          Average Duration          Average Credit
Segment                              ($) (1)            (in years) (2)             Rating (3)              ($) (1)            (in years) (2)             Rating (3)
Investments
Run-off                           $    9,871                 4.02                       A+              $   12,680                 4.54                      A+
Assumed Life                             908                 8.90                       A-                   1,454                 14.62                     A-
Total - Investments                      10,779              4.44                       A+                     14,134              5.69                      A+
Legacy Underwriting                         179              2.26                      AA-                        212              2.37                      AA-
Total                             $   10,958                 4.40                       A+              $   14,346                 5.72                      A+

(1) The fair value of our fixed income securities and cash and cash equivalents
by segment does not include the carrying value of cash and cash equivalents
within our funds held-directly managed portfolios.


(2) The average duration calculation includes cash and cash equivalents,
short-term investments and fixed income securities, as well as the fixed income
securities and cash and cash equivalents within our funds held-directly managed
portfolios.

(3) The average credit ratings calculation includes cash and cash equivalents,
short-term investments, fixed income securities and the fixed income securities
within our funds held - directly managed portfolios.

The overall decrease in the balance of our fixed income securities and cash and
cash equivalents of $3.4 billion for the year ended December 31, 2022 was driven
by the redeployment of a portion of the InRe Fund redemptions from cash and cash
equivalents to other investments, including equities, the recognition of net
unrealized losses on our fixed income securities as described above and the
impact of net paid losses.

As of both December 31, 2022 and 2021, our fixed income securities and cash and
cash equivalents had an average credit quality rating of A+ .

As of December 31, 2022 and 2021, our fixed income securities that were
non-investment grade (i.e. rated lower than BBB- and non-rated securities)
comprised 6.5% and 5.6% of our total fixed income securities portfolio,


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                      Item 7 | Management Discussion and Analysis | New Business


respectively. The increase in non-investment grade fixed income securities was
driven by the redeployment of a portion of the InRe Fund redemptions to
higher-yielding fixed income securities during the year.

General and administrative expenses

[[Image Removed: esgr-20221231_g18.jpg]]


2022 to 2021: The $36 million decrease in general and administrative expenses
was driven by reductions in professional fees and salaries and benefits
expenses, driven by a reduction in variable incentive plan results. This was
partially offset by an increase in accrued short term incentives.

2021 to 2020: The $135 million decrease in general and administrative expenses
was primarily driven by the decision to place StarStone International in run-off
and the sale of Atrium. There was an additional decrease in salaries and
benefits expenses due to reductions in performance-based salaries and benefits
costs and lower headcount.

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Item 7 | Management Discussion and Analysis | Non-GAAP Financial Measures




New Business



We define new business as material transactions, which generally take the form
of reinsurance or direct business transfers, or business acquisitions.

When we acquire new business through reinsurance or direct business transfers,
the liabilities we assume typically exceed the fair value of the assets we
receive. This is generally due to the future earnings expected on the assets.


The difference between the liabilities assumed and the assets acquired is
recorded as a DCA or DGL, which is then amortized over the expected settlement
period. As such, the performance of the new business is assessed over time by
comparing the net of investment income, loss reserve development and
amortization of the DCA or DGL.

The table below sets forth a summary of new business that we have completed
between January 1, 2022 and December 31, 2022:


                              Total Assets                          Total Assets from                     Total Liabilities                                        Remaining Limit
Transaction                     Assumed            DCA (1)            Transactions                        from Transactions          Type of Transaction          upon Acquisition            Line of Business                Jurisdiction
                                                              (in millions of U.S. dollars)
                                                                                                                                                                                            Property, liability
Aspen (2)                     $   1,824          $     47          $          1,871                      $          1,871                    LPT                 $            537           and specialty lines          U.S., U.K. and Europe
                                                                                                                                                                                             General casualty,
                                                                                                                                                                                           financial and property
Probitas                             60                 1                        61                                    61                  LPT(3)                     No limit                     lines                 U.K. and international
                                                                                                                                                                                             General casualty,
                                                                                                                                                                                            construction defect,
                                                                                                                                                                                              and professional
Argo (4)                            631                93                       724                                   724                    LPT                 $             66             indemnity lines                     U.S.

Total 2022                    $   2,515          $    141          $          2,656                      $          2,656

(1) Where the estimated ultimate losses payable exceed the premium consideration
received at the inception of the agreement, a DCA is recorded.


(2) We agreed to assume $3.1 billion of net loss reserves, subject to a limit of
$3.6 billion. Pursuant to terms of the contract, the amount of net loss reserves
assumed, in addition to the premium consideration provided in the LPT agreement,
were adjusted for the original ADC cash premium of $770 million as well as
claims paid between October 1, 2021 and May 20, 2022 and other contractual
obligations totaling $394 million.

(3) The LPT converted into a RITC transaction effective January 1, 2023,
following regulatory approval.

(4) The amount of net loss reserves assumed were adjusted for claims paid
between January 1, 2022 and October 31, 2022. Total liabilities assumed is
comprised of $718 million of net loss reserves and $6 million of other
liabilities.




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Item 7 | Management Discussion and Analysis | Non-GAAP Financial Measures




Non-GAAP Financial Measures



In addition to our key financial measures presented in accordance with GAAP, we
present other non-GAAP financial measures that we use to manage our business,
compare our performance against prior periods and against our peers, and as
performance measures in our incentive compensation program.

These non-GAAP financial measures provide an additional view of our operational
performance over the long-term and provide the opportunity to analyze our
results in a way that is more aligned with the manner in which our management
measures our underlying performance.

The presentation of these non-GAAP financial measures, which may be defined and
calculated differently by other companies, is used to enhance the understanding
of certain aspects of our financial performance. It is not meant to be
considered in isolation, superior to, or as a substitute for the directly
comparable financial measures prepared in accordance with GAAP.

Some of the adjustments reflected in our non-GAAP measures are recurring items,
such as the exclusion of adjustments to net realized and unrealized
(gains)/losses on fixed income securities recognized in our income statement,
the fair value of certain of our loss reserve liabilities for which we have
elected the fair value option, and the amortization of fair value adjustments.

Management makes these adjustments in assessing our performance so that the
changes in fair value due to interest rate movements, which are applied to some
but not all of our assets and liabilities as a result of preexisting accounting
elections, do not impair comparability across reporting periods.

It is important for the readers of our periodic filings to understand that these
items will recur from period to period.


However, we exclude these items for the purpose of presenting a comparable view
across reporting periods of the impact of our underlying claims management and
investment without the effect of interest rate fluctuations on assets that we
anticipate to hold to maturity and non-cash changes to the fair value of our
reserves.

Similarly, our non-GAAP measures reflect the exclusion of certain items that we
deem to be nonrecurring, unusual or infrequent when the nature of the charge or
gain is such that it is not reasonably likely that such item may recur within
two years, nor was there a similar charge or gain in the preceding two years.
This includes adjustments related to bargain purchase gains on acquisitions of
businesses, net gains or losses on sales of subsidiaries, net assets of held for
sale or disposed subsidiaries classified as discontinued operations, and other
items that we separately disclose.

We have changed our non-GAAP measures in 2022 as follows:


•The opening GAAP balances of our 2021 and 2020 Adjusted BVPS*, Adjusted ROE*
and Adjusted RLE* measures have been retrospectively adjusted for a change in
accounting principle9.

•We no longer remove ULAE from our Adjusted RLE and RLE % calculations as our
estimate of future claims handling costs is connected to our claims settlement
strategies and outcomes and the RLE measures now reflect the direct and indirect
performance of the management of our liabilities.

*Non-GAAP measure; refer to "Non-GAAP Financial Measures" section for
reconciliation to the applicable GAAP financial measure.

9 Refer to the "Consolidated Results of Operations" section for a more detailed
description of the change in accounting principle.


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Item 7 | Management Discussion and Analysis | Non-GAAP Financial Measures

The results and GAAP reconciliations for these measures are set forth after the
following table, which presents more information on each non-GAAP measure.


  Non-GAAP Measure         Definition                                   Purpose of Non-GAAP Measure over GAAP Measure
Adjusted book value        Total Enstar ordinary shareholders'          Increases the number of ordinary shares to
per ordinary share         equity                                       

reflect the exercise of equity awards granted

                                                                        but 

not yet vested as, over the long term,

                           Divided by                                   

this presents both management and investors

with a more economically accurate measure of

                           Number of ordinary shares outstanding,       the 

realizable value of shareholder returns

                           adjusted for:                                by 

factoring in the impact of share dilution.

                           -the ultimate effect of any dilutive
                           securities on the number of ordinary         We 

use this non-GAAP measure in our incentive

                           shares outstanding                           compensation program.
Adjusted return on         Adjusted operating income (loss)             Calculating the operating income (loss) as a
equity (%)                 attributable to Enstar ordinary              

percentage of our adjusted opening Enstar

                           shareholders divided by adjusted             

ordinary shareholders' equity provides a more

                           opening Enstar ordinary shareholder's        

consistent measure of the performance of our

                           equity                                       

business by enabling comparison between the

financial periods presented.


                                                                        We 

eliminate the impact of net realized and

unrealized (gains) losses on fixed maturity

investments and funds-held directly managed

                                                                        and 

the change in fair value of insurance

contracts for which we have elected the fair

                                                                        value option, as:
Adjusted operating         Net earnings (loss) attributable to          •we typically hold most of our fixed income
income (loss)              Enstar ordinary shareholders, adjusted       securities until the earlier of maturity or
attributable to            for:                                         the time that they are used to fund any
Enstar ordinary            -net realized and unrealized (gains)         settlement of related liabilities which are
shareholders               losses on fixed maturity investments         generally recorded at cost; and
(numerator)                and funds held-directly managed,             

•removing the fair value option improves

                           -change in fair value of insurance           

comparability since there are limited

                           contracts for which we have elected          

acquisition years for which we elected the

                           the fair value option (1),                   

fair value option.

                           -amortization of fair value
                           adjustments,                                 

Therefore, we believe that excluding their

                           -net gain/loss on purchase and sales         

impact on our earnings improves comparability

                           of subsidiaries (if any),                    of 

our core operational performance across

                           -net earnings from discontinued              

periods.

                           operations (if any),
                           -tax effects of adjustments, and             We 

include fair value adjustments as non-GAAP

                           -adjustments attributable to                 

adjustments to the adjusted operating income

                           noncontrolling interests                     

(loss) attributable to Enstar ordinary

shareholders as they are non-cash charges

that are not reflective of the impact of our

                                                                        claims management strategies on our loss
Adjusted opening           Opening Enstar ordinary shareholders'        

portfolios.

Enstar ordinary            equity, less:
shareholders' equity       -net unrealized gains (losses) on            We eliminate the net gain (loss) on the
(denominator)              fixed maturity investments and funds         

purchase and sales of subsidiaries and net

                           held-directly managed,                       

earnings from discontinued operations, as

                           -fair value of insurance contracts for       

these items are not indicative of our ongoing

                           which we have elected the fair value         

operations.

                           option (1),
                           -fair value adjustments, and                 We 

use this non-GAAP measure in our incentive

                           -net assets of held for sale or              compensation program.
                           disposed subsidiaries classified as
                           discontinued operations (if any)



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       Item 7 | Management Discussion and Analysis | Non-GAAP Financial Measures



 Non-GAAP Measure         Definition                                       Purpose of Non-GAAP Measure over GAAP Measure
Adjusted run-off          Adjusted PPD divided by average adjusted         Calculating the RLE as a percentage of our
liability earnings        net loss reserves                                adjusted average net loss reserves provides a
(%)                                                                        

more meaningful and comparable measurement of

the impact of our claims management strategies

on our loss portfolios across acquisition

years and also to our overall financial

periods.

We use this measure to evaluate the impact of

                                                                           our claims management strategies because it
Adjusted prior            Prior period net incurred losses and LAE,        provides visibility into our ability to settle
period development        adjusted to:                                     our claims obligations for amounts less than
(numerator)               Remove(3):                                       

our initial estimate at the point of acquiring

                          -Legacy Underwriting and Assumed Life            

the obligations.

                          operations,
                          -amortization of fair value adjustments,         

The following components of periodic recurring

                          -change in fair value of insurance               

net incurred losses and LAE and net loss

                          contracts for which we have elected the          

reserves are not considered key components of

                          fair value option (1),                           

our claims management performance for the

                          and                                              

following reasons:

                          Add:
                          -the reduction/(increase) in estimates of        

•The results of our Legacy Underwriting

                          net ultimate liabilities and reduction in        

segment have been economically transferred to

                          estimated future expenses of our defendant       

a third party primarily through use of

                          A&E liabilities.                                 

reinsurance and a Capacity Lease Agreement(2);

as such, the results are not a relevant

contribution to Adjusted RLE, which is

designed to analyze the impact of our claims

management strategies;

•The results of our Assumed Life segment

relate only to our exposure to active property

catastrophe business; as this business is not

in run-off, the results are not a relevant

contribution to Adjusted RLE;

•The change in fair value of insurance

                                                                           contracts for which we have elected the fair
Adjusted net loss         Net losses and LAE, adjusted to:                 value option(1) has been removed to support
reserves                  Remove(3):                                       comparability between the two acquisition
(denominator)             -Legacy Underwriting and Assumed Life net        

years for which we elected the fair value

                          loss reserves,                                   

option in reserves assumed and the acquisition

                          -current period net loss reserves,               

years for which we did not make this election

                          -net fair value adjustments associated           

(specifically, this election was only made in

                          with the acquisition of companies,               

the 2017 and 2018 acquisition years and the

                          -the fair value adjustments for contracts        

election of such option is irrevocable); and

                          for which we have elected the fair value         

•The amortization of fair value adjustments

                          option (1) and                                   

are non-cash charges that obscure our trends

                          Add:                                             

on a consistent basis.

                          -net nominal defendant A&E liability
                          exposures and estimated future expenses          

We include our performance in managing claims

and estimated future expenses on our defendant

A&E liabilities because such performance is

relevant to assessing our claims management

strategies even though such liabilities are

not included within the loss reserves.

We use this measure to assess the performance

of our claim strategies and part of the

performance assessment of our past

                                                                           acquisitions.



Adjusted total            Adjusted total investment return (dollars)       Provides a key measure of the return generated
investment return         recognized in earnings for the applicable        on the capital held in the business and is
(%)                       period divided by period average adjusted        

reflective of our investment strategy.

                          total investable assets.
                                                                           

Provides a consistent measure of investment

returns as a percentage of all assets

                                                                           generating investment returns.
Adjusted total            Total investment return (dollars),
investment return         adjusted for:                                    We adjust our investment returns to eliminate
($) (numerator)           -net realized and unrealized (gains)             

the impact of the change in fair value of

                          losses on fixed maturity investments and         

fixed income securities (both credit spreads

                          funds held-directly managed; and                 

and interest rates), as we typically hold most

                          -unrealized (gains) losses on fixed income       

of these investments until the earlier of

                          securities, AFS included within OCI, net         

maturity or used to fund any settlement of

                          of reclassification adjustments and              

related liabilities which are generally

                          excluding foreign exchange.                      recorded at cost.
Adjusted average          Total average investable assets, adjusted
aggregate total           for:
investable assets         -net unrealized (gains) losses on fixed
(denominator)             income securities, AFS included within
                          AOCI
                          -net unrealized (gains) losses on fixed
                          income securities, trading


(1)   Comprises the discount rate and risk margin components.

(2)   As described in Note 5 to our consolidated financial statements.

(3)   Effective for 2022, we are no longer excluding ULAE as it relates to our
losses and LAE liabilities and are now including estimated future expenses as it
relates to our defendant A&E liabilities in the calculation of Adjusted RLE*, as
these provisions are related to our insurance liabilities and contribute to our
claims management performance. The comparative periods in 2021 and 2020 have
been adjusted accordingly.

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Item 7 | Management Discussion and Analysis | Non-GAAP Financial Measures

Reconciliation of GAAP to Non-GAAP Measures

The table below presents a reconciliation of BVPS to Adjusted BVPS* as of
December 31, 2022, 2021 and 2020:

                                                          2022                                                              2021                                                              2020
                                                                               Per Share                                                         Per Share                                                         Per Share
                                 Equity (1)           Ordinary Shares            Amount            Equity (1)           Ordinary Shares            Amount            Equity (1)           Ordinary Shares            Amount
                                                              (in millions of U.S. dollars, except share and per share data)
Book value per ordinary share  $     4,191            17,022,420              $  246.20          $     5,813            17,657,944              $  329.20          $     6,326            21,519,602              $  293.97

Non-GAAP adjustment:


Share-based compensation plans                           218,171                                                           315,205                                                           298,095
Warrants                                 -                     -                                           -                     -                                          20               175,901
Adjusted book value per
ordinary share*                $     4,191            17,240,591              $  243.09          $     5,813            17,973,149              $  323.43          $     6,346            21,993,598              $  288.56


(1) Equity comprises Enstar ordinary shareholders' equity, which is calculated
as Enstar shareholders' equity less preferred shares ($510 million as of each of
December 31, 2022, 2021 and 2020), prior to any non-GAAP adjustments.

*Non-GAAP measure.

The table below presents a reconciliation of ROE to Adjusted ROE* for the years
ended December 31, 2022, 2021 and 2020:

                                                          2022                                                          2021                                                         2020
                                   Net (loss)            Opening            (Adj) ROE             Net (loss)            Opening           (Adj) ROE            Net (loss)           Opening           (Adj) ROE
                                  earnings (1)         equity (1)                               earnings (1)          equity (1)                             earnings (1)         equity (1)
                                                                                                           (in millions of U.S. dollars)
Net (loss) earnings/Opening
equity/ROE (1)                   $      (906)         $   5,813                 (15.6) %       $        502          $   6,326                  7.9  %       $    1,723          $   4,490                 38.4  %
Non-GAAP adjustments:

Net realized and unrealized
losses (gains) on fixed maturity
investments and funds held -
directly managed / Unrealized
(losses) gains on fixed maturity
investments and funds held -
directly managed (2)                   1,181                (89)                                        210               (560)                                    (306)              (277)
Change in fair value of
insurance contracts for which we
have elected the fair value
option / Fair value of insurance
contracts for which we have
elected the fair value option
(3)                                     (200)              (107)                                        (75)               (33)                                     119               (130)

Amortization of fair value
adjustments / Fair value
adjustments                              (18)              (106)                                         16               (128)                                      27               (152)
Net gain on purchase and sales
of subsidiaries                            -                  -                                         (73)                 -                                       (3)                 -
Net earnings from discontinued
operations / Net assets of
entities classified as held for
sale and discontinued operations           -                  -                                           -                  -                                      (16)              (266)
Tax effects of adjustments (4)            (7)                 -                                         (21)                 -                                       23                  -
Adjustments attributable to
noncontrolling interest (5)             (111)                 -                                           6                  -                                       13                109

Adjusted net (loss)
earnings/Adjusted opening
equity/Adjusted ROE*             $       (61)         $   5,511                  (1.1) %       $        565          $   5,605                 10.1  %       $    1,580          $   3,774                 41.9  %


(1) Net (loss) earnings comprises net (loss) earnings attributable to Enstar
ordinary shareholders, prior to any non-GAAP adjustments. Opening equity
comprises Enstar ordinary shareholders' equity, which is calculated as opening
Enstar shareholders' equity less preferred shares ($510 million as of each of
December 31, 2021, 2020 and 2019), prior to any non-GAAP adjustments.

(2) Represents the net realized and unrealized gains and losses related to fixed
income securities. Our fixed income securities are held directly on our balance
sheet and also within the "Funds held - directly managed" balance10.

10 Refer to Note 6 to our consolidated financial statements for further details
on our net realized and unrealized gains and losses.


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Item 7 | Management Discussion and Analysis | Non-GAAP Financial Measures

(3) Comprises the discount rate and risk margin components.

(4) Represents an aggregation of the tax expense or benefit associated with the
specific country to which the pre-tax adjustment relates, calculated at the
applicable jurisdictional tax rate.

(5) Represents the impact of the adjustments on the net earnings (loss)
attributable to noncontrolling interest associated with the specific
subsidiaries to which the adjustments relate.

*Non-GAAP measure.


The below tables present a reconciliation of PPD to Adjusted PPD* and RLE to
Adjusted RLE*:

                                                         Year Ended                                       As at December 31,                            Year Ended
                                                            2022                            2022                2021                 2022                  2022
                                                                                          Net loss            Net loss           Average net
                                                             PPD                          reserves            reserves          loss reserves             RLE %
                                                                          (in millions of U.S. dollars)
PPD/net loss reserves/RLE                               $      756                      $   12,011          $   11,926          $    11,969                    6.3  %
Non-GAAP Adjustments:
Net loss reserves - current period                               -                             (45)                  -                  (23)
Assumed Life                                                   (55)                              -                (181)                 (91)
Legacy Underwriting                                              3                            (135)               (153)                (144)

Amortization of fair value adjustments / Net fair
value adjustments associated with the acquisition
of companies                                                   (18)                            124                 106                  115
Changes in fair value - fair value option / Net
fair value adjustments for contracts for which we
have elected the fair value option (1)                        (200)                            294                 107                  201
Change in estimate of net ultimate liabilities -
defendant A&E / Net nominal defendant A&E
liabilities                                                      2                             572                 573                  573
Reduction in estimated future expenses -
defendant A&E / Estimated future expenses -
defendant A&E                                                    1                              35                  37                   37
Adjusted PPD/Adjusted net loss reserves/Adjusted
RLE*                                                    $      489                      $   12,856          $   12,415          $    12,636                    3.9  %


                                                         Year Ended                                      As at December 31,                            Year Ended
                                                            2021                            2021                2020                2021                  2021
                                                                                          Net loss            Net loss          Average net
                                                             PPD                          reserves            reserves         loss reserves             RLE %
                                                                         (in millions of U.S. dollars)
PPD/net loss reserves/RLE                               $      403                      $   11,926          $   8,763          $    10,344                    3.9  %
Non-GAAP Adjustments:
Net loss reserves - current period                               -                            (143)                 -                  (72)
Assumed Life                                                     -                            (179)                 -                  (90)
Legacy Underwriting                                             (6)                           (140)              (955)                (548)

Amortization of fair value adjustments / Net fair
value adjustments associated with the acquisition
of companies                                                    16                             106                128                  117
Changes in fair value - fair value option / Net
fair value adjustments for contracts for which we
have elected the fair value option (1)                         (75)                            107                 33                   70
Change in estimate of net ultimate liabilities -
defendant A&E / Net nominal defendant A&E
liabilities                                                     38                             573                615                  594
Reduction in estimated future expenses -
defendant A&E / Estimated future expenses -
defendant A&E                                                    5                              37                 43                   40
Adjusted PPD/Adjusted net loss reserves/Adjusted
RLE*                                                    $      381                      $   12,287          $   8,627          $    10,455                    3.6  %


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       Item 7 | Management Discussion and Analysis | Non-GAAP Financial Measures



                                                         Year Ended                                     As at December 31,                           Year Ended
                                                            2020                            2020               2019               2020                  2020
                                                                                          Net loss           Net loss          Average net
                                                             PPD                          reserves           Reserves         loss reserves            RLE %
                                                                         (in millions of U.S. dollars)
PPD/Net loss reserves/RLE                               $       32                      $   8,763          $   7,941          $    8,352                    0.4  %
Non-GAAP Adjustments:
Net loss reserves - current period                               -                           (273)                 -                (137)

Legacy Underwriting                                             (4)                          (702)            (1,184)               (943)

Amortization of fair value adjustments / Net fair
value adjustments associated with the acquisition
of companies                                                    28                            128                152                 140
Changes in fair value - fair value option / Net
fair value adjustments for contracts for which we
have elected the fair value option (1)                         119                             33                130                  82
Change in estimate of net ultimate liabilities -
defendant A&E / Net nominal defendant A&E
liabilities                                                    103                            615                561                 588
Reduction in estimated future expenses -
defendant A&E / Estimated future expenses -
defendant A&E                                                    9                             43                 52                  48
Adjusted PPD/Adjusted net loss reserves/Adjusted
RLE*                                                    $      287                      $   8,607          $   7,652          $    8,129                    3.5  %

(1) Comprises the discount rate and risk margin components.

*Non-GAAP measure.


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Item 7 | Management Discussion and Analysis | Other Financial Measures

The table below presents a reconciliation of our TIR to our Adjusted TIR* for
the years ended December 31, 2022, 2021 and 2020:

                                                             2022                                                              2021                                                              2020
                                   Fixed Income          Other Investments           Total           Fixed Income          Other Investments           Total           Fixed Income          Other Investments           Total
                                                                                                                   (in millions of U.S. dollars)
Net investment income             $        373          $             82          $    455          $        239          $             73          $    312          $        256          $             47          $    303
Net realized (losses) gains               (111)                      (24)             (135)                   (4)                      (57)              (61)                   18                         1                19
Net unrealized (losses) gains           (1,070)                     (409)           (1,479)                 (206)                      384               178                   288                     1,335             1,623
Earnings from equity method
investments                                  -                       (74)              (74)                    -                        93                93                     -                       239               239
Other comprehensive income:
Unrealized (losses) gains on
fixed income securities, AFS, net
of reclassification adjustments
excluding foreign exchange                (570)                        -              (570)                 (100)                        -              (100)                   70                         -                70
TIR ($)                           $     (1,378)         $           (425)         $ (1,803)         $        (71)         $            493          $    422          $        632          $          1,622          $  2,254

Non-GAAP adjustments:
Net realized and unrealized
losses (gains) on fixed maturity
investments and funds
held-directly managed                    1,181                         -             1,181                   210                         -               210                  (306)                        -              (306)
Unrealized (losses) gains on
fixed income securities, AFS, net
of reclassification adjustments
excluding foreign exchange                 570                         -               570                   100                         -               100                   (70)                        -               (70)
Adjusted TIR ($)*                 $        373          $           (425)         $    (52)         $        239          $            493          $    732          $        256          $          1,622          $  1,878

Total investments                 $      9,685          $          4,943          $ 14,628          $     12,254          $          5,022          $ 17,276          $      9,319          $          5,938          $ 15,257
Cash and cash equivalents,
including restricted cash and
cash equivalents                         1,330                         -             1,330                 2,092                         -             2,092                 1,373                         -             1,373
Funds held by reinsured companies        3,582                         -             3,582                 2,340                         -             2,340                   636                         -               636
Total investable assets           $     14,597          $          4,943    

$ 19,540 $ 16,686 $ 5,022 $ 21,708 $ 11,328 $ 5,938 $ 17,266


Average aggregate invested
assets, at fair value (1)               14,891                     5,188            20,079                15,250                     5,590            20,840                11,046                     4,397            15,443
TIR %                                     (9.3) %                   (8.2) %           (9.0) %               (0.5) %                    8.8  %            2.0  %                5.7  %                   36.9  %           14.6  %
Non-GAAP adjustment:
Net unrealized (gains) on fixed
income securities, AFS included
within AOCI and net unrealized
(gains) on fixed income
securities, trading                      1,827                         -             1,827                   (89)                        -               (89)                 (560)                        -              (560)
Adjusted investable assets*       $     16,424          $          4,943          $ 21,367          $     16,597          $          5,022          $ 21,619          $     10,768          $          5,938          $ 16,706

Adjusted average aggregate
invested assets, at fair value
(2)                               $     15,977          $          5,188          $ 21,165          $     14,971          $          5,590          $ 20,561          $     10,756          $          4,397          $ 15,153
Adjusted TIR %*                            2.3  %                   (8.2) %           (0.2) %                1.6  %                    8.8  %            3.6  %                2.4  %                   36.9  %           12.4  %

(1) This amount is a five period average of the total investable assets, as
presented above, and is comprised of amounts disclosed in our quarterly and
annual U.S. GAAP consolidated financial statements.


(2) This amount is a five period average of the Adjusted investable assets*, as
presented above.

*Non-GAAP measure.


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Item 7 | Management Discussion and Analysis | Results of Operations by Segment




Other Financial Measures



In addition to our non-GAAP financial measures presented above, we refer to TIR,
which provides a key measure of the return generated on the capital held in the
business. It is reflective of our investment strategy and it provides a
consistent measure of investment returns as a percentage of all assets
generating investment returns.

The following table provides the calculation of our TIR by segment for the years
ended December 31, 2022, 2021 and 2020:

                                                                   2022                                                                 2021                                                             2020
                                                                                                                                                                                                         Legacy
                                       Investments           Legacy Underwriting            Total           Investments           Legacy Underwriting            Total           Investments          Underwriting            Total
                                                                                                                       (in millions of U.S. dollars)
Net investment income:
Fixed income securities               $       380          $               9             $    389          $       273          $               3             $    276          $       243          $         25          $    268
Cash and restricted cash                        8                          1                    9                    -                          -                    -                    2                     2                 4
Other investments, including equities          82                          -                   82                   73                          -                   73                   39                     8                47
Less: Investment expenses                     (25)                         -                  (25)                 (37)                         -                  (37)                 (14)                   (2)              (16)
Net investment income                 $       445          $              10             $    455          $       309          $               3             $    312          $       270          $         33          $    303
Net realized (losses) gains:
Fixed income securities               $      (111)         $               -             $   (111)         $        (4)         $               -     

$ (4) $ 16 $ 2 $ 18
Other investments, including equities (24)

                         -                  (24)                 (57)                         -                  (57)                   1                     -                 1
Net realized (losses) gains           $      (135)         $               -             $   (135)         $       (61)         $               -             $    (61)         $        17          $          2          $     19
Net unrealized (losses) gains:
Fixed income securities                    (1,060)                       (10)              (1,070)                (203)                        (3)                (206)                 284                     4               

288

Other investments, including equities        (409)                         -                 (409)                 384                          -                  384                1,327                     8             

1,335

Net unrealized (losses) gains         $    (1,469)         $             (10)            $ (1,479)         $       181          $              (3)            $    178          $     1,611          $         12          $  1,623
(Losses) earnings from equity method
investments                                   (74)                         -                  (74)                  93                          -                   93                  239                     -               

239

Other comprehensive (loss) income:
Unrealized (losses) gains on fixed
income securities, AFS, net of
reclassification adjustments
excluding foreign exchange                   (570)                         -                 (570)                (100)                         -                 (100)                  67                     3                70
TIR ($)                               $    (1,803)         $               -             $ (1,803)         $       422          $               -             $    422          $     2,204          $         50          $  2,254

Fixed maturity and short-term
investments, trading and AFS and
funds held - directly managed         $     9,472          $             159             $  9,631          $    12,072          $             182             $ 12,254          $     8,669          $        650          $  9,319
Other assets included within funds
held - directly managed                        54                          -                   54                  201                          -                  201                   15                     -                15
Equities                                    1,250                          -                1,250                1,995                          -                1,995                  774                    73               847
Other investments                           3,282                         14                3,296                2,319                         14                2,333                4,146                    98             4,244
Equity method investments                     397                          -                  397                  493                          -                  493                  597                   235               832
Total investments                     $    14,455          $             173             $ 14,628          $    17,080          $             196             $ 17,276          $    14,201          $      1,056          $ 15,257
Cash and cash equivalents, including
restricted cash and cash equivalents        1,310                         20                1,330                2,062                         30                2,092                1,112                   261             

1,373

Funds held by reinsured companies           3,560                         22                3,582                2,306                         34                2,340                  554                    82               636
Total investable assets               $    19,325          $             215             $ 19,540          $    21,448          $             260             $ 21,708          $    15,867          $      1,399          $ 17,266

Average aggregate invested assets, at
fair value (1)                        $    19,861          $             218             $ 20,079          $    20,594          $             246             $ 20,840          $    13,982          $      1,461          $ 15,443
TIR % (2)                                    (9.1) %                       -     %           (9.0) %               2.0  %                       -     %            2.0  %              15.8  %                3.4  %           14.6  %

Income from fixed income assets (3)           388                         10                  398                  273                          3                  276                  245                    27               

272

Average aggregate fixed income
assets, at cost (3)(4)                     15,904                        214               16,118               14,733                        231               14,964                9,508                 1,246            10,754
Investment book yield (5)                    2.44  %                    4.67     %           2.47  %              1.85  %                    1.30     %           1.84  %              2.58  %               2.17  %           2.53  %

(1) This amount is a five period average of the total investable assets, as
presented above, and is comprised of amounts disclosed in our quarterly and
annual U.S. GAAP consolidated financial statements.

(2) Total investment return % is calculated by dividing total investment return
($) by average aggregate invested assets, at fair value.

(3) Fixed income assets include fixed income securities and cash and restricted
cash, and funds held by reinsured companies.

(4) These amounts are an average of the amounts disclosed in our quarterly and
annual U.S. GAAP consolidated financial statements.

(5) Investment book yield % is calculated by dividing income from fixed income
assets by average aggregate fixed income assets, at cost.


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Item 7 | Management Discussion and Analysis | Results of Operations by Segment |
                                                                 Run-off Segment


Results of Operations by Segment - For the Years Ended December 31, 2022, 2021
and 2020




Our business is organized into four reportable segments: (i) Run-off; (ii)
Assumed Life; (iii) Investments; and (iv) Legacy Underwriting. In addition, our
corporate and other activities, which do not qualify as an operating segment,
includes income and expense items that are not directly attributable to our
reportable segments11.

The following is a discussion of our results of operations by segment.

11 For a description of our segments and our corporate and other activities, see
"Item 1. Business - Operating Segments" and "Corporate and Other" below,
respectively.


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Item 7 | Management Discussion and Analysis | Results of Operations by Segment |
                                                                 Run-off Segment



Run-off Segment



The following is a discussion and analysis of the results of operations for our
Run-off segment.

                                          2022              2021             Change             2020              Change
INCOME                                                            (in millions of U.S. dollars)
Net premiums earned                   $      40          $    182          $   (142)         $     59          $     123

Other income:
Reduction in estimates of net
ultimate defendant A&E liabilities -
prior periods                                 2                38               (36)              103                (65)
Reduction in estimated future
defendant A&E expenses                        1                 5                (4)                9                 (4)
All other income                             19                30               (11)               20                 10
Total other income                           22                73               (51)              132                (59)
Total income                                 62               255              (193)              191                 64

EXPENSES
Net incurred losses and LAE:
Current period                               44               144              (100)               30                114
Prior period                               (486)             (338)             (148)             (175)              (163)
Total net incurred losses and LAE          (442)             (194)             (248)             (145)               (49)
Acquisition costs                            22                44               (22)               20                 24
General and administrative expenses         143               188               (45)              173                 15
Total expenses                             (277)               38              (315)               48                (10)

SEGMENT NET EARNINGS                  $     339          $    217          $    122          $    143          $      74

2022 versus 2021: Net earnings from our Run-off segment increased by $122
million
, primarily due to:

•A $148 million increase in favorable PPD, driven by a $78 million increase in
the reduction in estimates of net ultimate losses.


•Results for the year ended December 31, 2022 were driven by favorable
development of $318 million on our workers' compensation line of business as a
result of favorable claim settlements, most notably in the 2017 to 2021
acquisition years. We also had favorable development of $56 million on our
marine, aviation and transit lines of business relating to the 2014, 2018 and
2019 acquisition years as a result of favorable experience across a variety of
claim types; partially offset by

•Adverse development on our general casualty and motor lines of business of
$57 million and $74 million, respectively, most notably impacting the 2020
acquisition year, as a result of worse than expected claims experience, adverse
development on claims and higher than expected claims severity.

•Results for the year ended December 31, 2021 were primarily related to
favorable development on our workers' compensation, property and marine,
aviation and transit lines of business as a result of better than expected
claims experience and favorable results from actuarial reviews, partially offset
by adverse development on our general casualty line of business due to an
increase in opioid exposure and increased expectations of latent claims and a
lengthening of the payment pattern related to our 2019 acquisition year.

•A decrease in general and administrative expenses of $45 million, primarily
driven by a continued decrease in salaries and benefits and other costs
following our exit of our StarStone business beginning in 2020 and a reduction
in IT costs as a result of reduced project activity; partially offset by

•A reduction in other income of $51 million, primarily driven by lower favorable
prior period development related to our defendant A&E liabilities; and


•Reductions in net premiums earned that were greater than the reductions in
current period net incurred losses and LAE and acquisition costs, following our
exit of our StarStone International business beginning in 2020.

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Item 7 | Management Discussion and Analysis | Results of Operations by Segment |
                                                            Assumed Life Segment


2021 versus 2020: Net earnings from our Run-off segment increased by $74
million
, primarily due to:


•Net premiums earned increased by $123 million from StarStone International
business and new business transactions executed in recent periods. Net premiums
earned of $182 million included $106 million of premiums from StarStone
International, which was transferred into the Run-off Segment on January 1,
2021, whereas net premiums earned in 2020 were primarily related to AmTrust RITC
transactions assumed in 2019.

•Net incurred losses and LAE decreased by $49 million due to a $163 million
increase in favorable PPD partially offset by an increase in current period
losses of $114 million due to the transfer of the StarStone International
business from the Legacy Underwriting segment on January 1, 2021.

•The $163 million increase in favorable PPD primarily consists of:

•$51 million increase in favorable development on the workers' compensation line
of business in 2021 as a result of reduced claims activity, favorable
settlements on open claims and the completion of commutations;


•$105 million reduction in adverse development on the motor line of business
compared to 2020. 2020 was impacted by higher than expected severity in respect
of a recently assumed LPT;

•$41 million increase in favorable development on the construction defect line
of business in 2021; and

•$82 million increase in favorable development on the property and other lines
of business in 2021.

This favorable prior period developments were partially offset by;

•$142 million increases in prior period estimates of net ultimate losses in our
general casualty line of business due to an increase in opioid exposure and
greater than expected adverse development.

In addition:

•Other income decreased by $59 million primarily driven by lower favorable prior
period development related to our defendant A&E liabilities; and

•Acquisition costs increased by $24 million primarily due to the transfer of
StarStone International from the Legacy Underwriting segment on January 1, 2021.


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Item 7 | Management Discussion and Analysis | Results of Operations by Segment |
                                                             Investments Segment



Assumed Life Segment



On September 1, 2021, we purchased an additional 27.7% in Enhanzed Re, a company
that was previously accounted for as an equity method investment, and increased
our ownership to 75.1%. We have consolidated it as of September 1, 2021 and
record the results on a one quarter lag.

On December 31, 2022, we repurchased the remaining 24.9% in Enhanzed Re from
Allianz12.


The Assumed Life segment consists of life and property aggregate excess of loss
(catastrophe) business. The catastrophe business was not renewed for 2022.
During the third quarter of 2022, we entered into a Master Agreement with
Allianz through which we agreed to a series of transactions that will allow us
to unwind Enhanzed Re in an orderly manner. For the year ended December 31, 2022
we have:

•Commuted the catastrophe reinsurance business with Allianz; and

•Closed an agreement in November 2022 to novate our reinsurance closed block of
life annuity policies to Monument Re.

We expect to record the results of the novation of the life business and the
acquisition of the remaining ownership interest in Enhanzed Re in the first
quarter of 2023.


Given our rationalization of the Enhanzed Re reinsurance business, we renamed
the segment from Enhanzed Re to Assumed Life during the third quarter of 2022.
We may leverage this segment for any future potential assumed life business
transactions if and when they occur.

The following is a discussion and analysis of the results of operations for our
Assumed Life segment.

                                                2022               2021      Change
                                               (in millions of U.S. dollars)
INCOME
Net premiums earned                   $     17                    $  5      $    12

Total income                                17                       5           12

EXPENSES
Net incurred losses and LAE:
Current period                               -                       2      

(2)

Prior period                               (55)                      -      

(55)

Total net incurred losses and LAE          (55)                      2      

(57)

Policyholder benefit expenses               25                      (4)     

29


General and administrative expenses          7                       1            6
Total expenses                             (23)                     (1)         (22)

SEGMENT NET EARNINGS                  $     40                    $  6      $    34



Overall Results

Segment earnings increased by $34 million, primarily due to:

•A decrease in net incurred losses and LAE, as a result of favorable claim
activity and the recognition of a $26 million gain on commutation13, both
related to the catastrophe reinsurance business with Allianz; and

•An increase in net premiums earned on the life reinsurance business and
in-force catastrophe reinsurance treaties; partially offset by

•An increase in policyholder benefit expenses.

12 Refer to Note 26 to the consolidated financial statements for further
information.


13 We recognized a net gain on commutation of $59 million, of which $33 million
related to the accelerated amortization of the risk margin fair value adjustment
liability originally recorded upon acquisition of Enhanzed Re's catastrophe
reinsurance business, and is included in amortization of fair value adjustments
in our Corporate and Other activities.

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Item 7 | Management Discussion and Analysis | Results of Operations by Segment |
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Investments Segment



The following is a discussion and analysis of the results of operations for our
Investments segment.

                                      2022              2021             Change             2020             Change
INCOME                                                        (in millions of U.S. dollars)
Net investment income:
Fixed income securities            $    380          $    273          $    107          $    243          $     30
Cash and restricted cash                  8                 -                 8                 2                (2)
Other investments, including
equities                                 82                73                 9                39                34
Less: Investment expenses               (25)              (37)               12               (14)              (23)
Total net investment income             445               309               136               270                39
Net realized (losses) gains:
Fixed income securities                (111)               (4)             (107)               16               (20)
Other investments, including
equities                                (24)              (57)               33                 1               (58)
Total net realized (losses) gains      (135)              (61)              (74)               17               (78)
Net unrealized (losses) gains:
Fixed income securities              (1,060)             (203)             (857)              284              (487)
Other investments, including
equities                               (409)              384              (793)            1,327              (943)
Total net unrealized (losses)
gains                                (1,469)              181            (1,650)            1,611            (1,430)
Total income                         (1,159)              429            (1,588)            1,898            (1,469)

EXPENSES
General and administrative
expenses                                 37                37                 -                35                 2
Total expenses                           37                37                 -                35                 2

Earnings (losses) from equity
method investments                      (74)               93              (167)              239              (146)
SEGMENT NET (LOSS) EARNINGS        $ (1,270)         $    485          $ (1,755)         $  2,102          $ (1,617)



Overall Results

2022 versus 2021: Net loss from our Investments segment was $1.3 billion
compared to net earnings of $485 million in 2021. The unfavorable movement of
$1.8 billion was primarily due to:

•An increase in net realized and unrealized losses on our fixed income
securities of $964 million, driven by rising interest rates and widening of
investment grade credit spreads;


•Net realized and unrealized losses on our other investments, including
equities, of $433 million, in comparison to gains of $327 million in 2021. The
unfavorable variance of $760 million was primarily driven by negative
performance from our public equities, CLO equities and hedge funds as a result
of significant volatility in global equity markets and widening high yield
credit spreads; and

•Losses from equity method investments of $74 million, in comparison to earnings
of $93 million in 2021, primarily due to the recognition of an
other-than-temporary impairment to the carrying value of one of our equity
method investments and our acquisition of the controlling interest in Enhanzed
Re, effective September 1, 2021. Prior to that date, the results of Enhanzed Re
were recorded in earnings from equity method investments. Our consolidated net
loss from Enhanzed Re for the year ended December 31, 2022 was $235 million
which compared to $82 million from Enhanzed Re that was included in equity
method investment earnings in 2021; partially offset by

•An increase in our net investment income of $136 million, which is primarily
due to the investment of new premium and reinvestment of fixed income securities
at higher yields and the impact of rising interest rates on the $2.9 billion of
our fixed income securities that are subject to floating interest rates. Our
floating rate

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Item 7 | Management Discussion and Analysis | Results of Operations by Segment |
                                                             Investments Segment


investments generated increased net investment income of $59 million, which
equates to an increase of 195 basis points on those investments in comparison to
2021.


Total investment losses on the fixed income securities that support our Enhanzed
Re life reinsurance business for the years ended December 31, 2022 and 2021 were
$304 million and $17 million, respectively.

2021 versus 2020: Net earnings from our Investments segment decreased by $1.6
billion primarily as a result of decreases in net realized and unrealized gains
of $1.5 billion. The decrease is largely a result of 2021 net realized and
unrealized losses of $58 million related to the InRe Fund, in comparison to net
unrealized gains of $1.2 billion in 2020, and 2021 net realized and unrealized
losses on our fixed income securities of $207 million, in comparison to net
realized and unrealized gains of $300 million in 2020.

Total Investments

Fixed income securities

Refer to the below tables for the fair value, duration, and credit rating of our
fixed income securities by business:

                                                                                       2022
                                                 Run-off                                    Assumed Life (1)

                                                                                                                                                                                        Credit                                                                                    Credit
                                 Fair Value                 %                                                              Total              Total %    Duration (years) (2)         Rating (2)           Fair Value               %             Duration (years) (2)          Rating (2)
                                                                (in millions of U.S. dollars, except percentages)
Fixed maturity and
short-term investments,
trading and AFS and funds
held - directly managed
U.S. government & agency   $          496                   5.2  %                                                                   5.9                          AAA                 $      -                      -  %           n/a                     n/a                 $     496               5.2  %
U.K. government                        81                   0.9  %                                                                   6.5                          AA-                        -                      -  %           n/a                     n/a                        81               0.9  %
Other government                      289                   3.1  %                                                                   6.0                          AA-                      134                    1.4  %          10.3                    BBB+                       423               4.5  %
Corporate                           5,031                  53.0  %                                                                   5.6                          A-                       188                    2.0  %           6.7                    BBB+                     5,219              55.0  %
Municipal                             201                   2.1  %                                                                   7.9                          AA-                        -                      -  %           n/a                     n/a                       201               2.1  %
Residential
mortgage-backed                       536                   5.7  %                                                                   4.6                          AA+                        -                      -  %           n/a                     n/a                       536               5.7  %
Commercial mortgage-backed          1,021                  10.8  %                                                                   2.1                          AA                         -                      -  %           n/a                     n/a                     1,021              10.8  %
Asset-backed                          909                   9.6  %                                                                   0.5                          A+                         -                      -  %           n/a                     n/a                       909               9.6  %
Structured products                     -                     -  %                                                                   n/a                          n/a                      586                    6.2  %           9.7                      A                        586               6.2  %
                           $        8,564                  90.4  %                                                                   4.6                           A                  $    908                    9.6  %           9.2                     A-                  $   9,472             100.0  %

(1) Investments under the Assumed Life caption comprise those that support our
life reinsurance business.

(2) The average duration and average credit rating calculations include
short-term investments, fixed maturities and the fixed maturities within our
funds held-directly managed portfolios at December 31, 2022 and 2021.


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Item 7 | Management Discussion and Analysis | Results of Operations by Segment |
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                                                                                                                                    2021
                                                                Run-off                                                                               Assumed Life (1)
                              Fair Value            %      Duration (years) (2)          Credit Rating (2)           Fair Value             %            Duration (years) (2)          Credit Rating (2)            Total             Total %
                                                                                                             (in millions of U.S. dollars, except percentages)
Fixed maturity and
short-term investments,
trading and AFS and funds
held - directly managed
U.S. government & agency    $       737            6.1  %           6.4                         AAA                $          -              -  %                 n/a                         n/a                $    737                 6.1  %
U.K. government                      82            0.7  %           9.8                         AA-                           -              -  %                 n/a                         n/a                      82                 0.7  %
Other government                    387            3.2  %           6.8                          AA                         228            1.9  %                12.1                         BBB                     615                 5.1  %
Corporate                         6,532           54.1  %           6.4                          A-                         193            1.6  %                 6.7                          A-                   6,725                55.7  %
Municipal                           272            2.3  %           9.2                         AA-                           -              -  %                 n/a                         n/a                     272                 2.3  %
Residential mortgage-backed         597            4.9  %           2.8                         AA+                           -              -  %                 n/a                         n/a                     597                 4.9  %
Commercial mortgage-backed        1,074            8.9  %           3.1                         AA+                           -              -  %                 n/a                         n/a                   1,074                 8.9  %
Asset-backed                        937            7.8  %           0.3                         AA-                           -              -  %                 n/a                         n/a                     937                 7.8  %
Structured products                   -              -  %           n/a                         n/a                       1,033            8.5  %                19.2                          A-                   1,033                 8.5  %
Total                       $    10,618           88.0  %           5.4                          A                        1,454           12.0  %                16.4                          A-                $ 12,072               100.0  %

(1) Investments under the Assumed Life caption comprise those that support our
life reinsurance business.

(2) The average duration and average credit ratings calculation includes
short-term investments, fixed maturities and the fixed maturities within our
funds held - directly managed portfolios at December 31, 2022 and 2021.


The overall decrease in the balance of our fixed income securities of $2.6
billion for the year ended December 31, 2022 was primarily driven by the
recognition of net unrealized losses on our fixed income securities and assets
used to support net paid losses during the period, partially offset by assets
assumed from net transactions during the year.

Other investments, including equities


Refer to the below table for the composition of our other investments, including
equities:

                                             2022                           2021
                            Run-off      Assumed Life       Total       Run-off             Total
                                          (in millions of U.S. dollars)
Equities
Publicly traded equities   $   385      $          -      $   385      $   281            $   281
Exchange-traded funds          507                 -          507        1,342              1,342
Privately held equities        358                 -          358          372                372
Total                      $ 1,250      $          -      $ 1,250      $ 1,995            $ 1,995

Other investments
Hedge funds                $   549      $          -      $   549      $   291            $   291
Fixed income funds             533                14          547          559                559
Equity funds                     3                 -            3            5                  5
Private equity funds         1,282                 -        1,282          752                752
CLO equities                   148                 -          148          161                161
CLO equity funds               203                 -          203          207                207
Private credit funds           362                 -          362          275                275
Real estate debt fund          202                 -          202           69                 69

Total                      $ 3,282      $         14      $ 3,296      $ 2,319            $ 2,319


Our equities decreased by $745 million and our other investments increased by
$977 million compared to the prior year, primarily due to the redeployment from
exchange-traded funds into various non-core asset strategies, in line with our
strategic asset allocation. The balances of both equities and other investments
were negatively impacted by net unrealized losses during the period.

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Item 7 | Management Discussion and Analysis | Results of Operations by Segment |
                                                     Legacy Underwriting Segment



Equity Method Investments

Refer to the below table for a summary of our equity method investments, which
does not include those investments we have elected to measure under the fair
value option:

                                                   2022                                                            2021                                           2020
                                                                                       Earnings                                                                 Earnings
                                                                                     (losses) from                                                            (losses) from        Earnings from Equity
                                                                                     Equity Method                                                            Equity Method         Method Investments
                               Ownership %             Carrying Value                 Investments             Ownership %             Carrying Value           Investments
                                                                                     (in millions of U.S. dollars)
Enhanzed Re                               -  %       $             -                $          -                         -  %       $             -          $         82          $             147
Citco (1)                              31.9  %                    60                           5                      31.9  %                    56                     4                          2
Monument Re (2)                        20.0  %                   110                         (65)                     20.0  %                   194                    14                         88

Core Specialty                         19.9  %                   211                         (14)                     24.7  %                   225                    (6)                         -
Other                                  27.0  %                    16                           -                      27.0  %                    18                    (1)                         2
                                                     $           397                $        (74)                                   $           493          $         93          $             239


(1) We own 31.9% of the common shares in HH CTCO Holdings Limited which in turn
owns 15.4% of the convertible preferred shares, amounting to a 6.2% interest in
the total equity of Citco III Limited ("Citco").

(2) We own 20.0% of the common shares in Monument Re as well as preferred shares
which have a fixed dividend yield and whose balance is included in the
investment amount.

Carrying Value


The carrying value of our equity method investments decreased from December 31,
2021 as a result of recognizing a $52 million other-than-temporary impairment in
one of our equity method investments. Unfavorable cumulative translation
adjustments of $16 million due to the strengthening of the U.S. dollar against
the Euro, relating primarily to our investment in Monument Re whose reporting
currency is the Euro, further contributed to the decrease in the carrying value
of our equity method investments for the year ended December 31, 2022.

Earnings (Losses) from Equity Method Investments


We recognized losses from equity method investments in 2022, in comparison to
earnings in 2021, primarily due the other-than-temporary impairment charge and
our acquisition of the controlling interest in Enhanzed Re, effective September
1, 2021. Prior to that date, the results of Enhanzed Re were recorded in
earnings from equity method investments.

Our earnings from equity method investments decreased from 2020 to 2021, due to
reductions in both Enhanzed Re and Monument Re earnings. The reduction in
Enhanzed Re earnings was primarily driven by catastrophe losses, partially
offset by significant investment gains in the last quarter of 2020. The
reduction in Monument Re earnings was as a result of a decrease in bargain
purchase gains in 2021 in comparison to 2020.


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               Item 7 | Management Discussion and Analysis | Corporate and Other



Legacy Underwriting Segment



The following is a discussion and analysis of the results of operations for our
Legacy Underwriting segment.

                                          2022         2021      Change      2020       Change
INCOME                                              (in millions of U.S. dollars)
Net premiums earned                   $    9          $ 58      $  (49)     $ 513      $ (455)

Net investment income                     10             3           7         33         (30)
Net realized gains                         -             -           -          2          (2)
Net unrealized (losses) gains            (10)           (3)         (7)        12         (15)
Other income (expenses)                    1           (15)         16         27         (42)
Total income                              10            43         (33)       587        (544)

EXPENSES
Net incurred losses and LAE
Current Period                             4            26         (22)       375        (349)
Prior Period                               3            (6)          9         (4)         (2)
Total net incurred losses and LAE          7            20         (13)       371        (351)
Acquisition costs                          1            13         (12)       151        (138)
General and administrative expenses        2            10          (8)       158        (148)
Total expenses                            10            43         (33)       680        (637)
SEGMENT (LOSS) EARNINGS               $    -          $  -      $    -      $ (93)     $   93


Overall Results

The results for 2022 and 2021 comprise SGL No.1 Limited ("SGL No.1")'s 25% gross
share of the 2020 and prior underwriting years of Atrium's syndicate 609 whereas
the results for 2020 comprise SGL No.1's 25% net share of Atrium's syndicate 609
and StarStone International, which was transferred to the Run-off segment
effective January 1, 2021.

From January 1, 2021 to December 31, 2022, SGL No.1 settled its share of the
2020 and prior underwriting years for the economic benefit of Atrium, and there
was no net retention by Enstar.

The contractual arrangements between SGL No. 1, Arden and Atrium relating to the
remaining net loss reserve liabilities, cash, investments and other assets that
support the liabilities as of December 31, 2022 will settle in 2023. As a
result, we do not expect to record any transactions in the Legacy Underwriting
segment in 2023.

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               Item 7 | Management Discussion and Analysis | Corporate and Other



Corporate and Other



The following is a discussion and analysis of our results of operations for our
corporate and other activities.

                                        2022              2021              Change             2020              Change
INCOME                                                           (in millions of U.S. dollars)
Other income (expense):
Amortization of fair value
adjustments (1)                      $     (7)         $    (16)         $       9          $    (12)         $      (4)
All other income (expense)                 19                 -                 19                (7)                 7
Total other income (expense)               12               (16)                28               (19)                 3
Net gain on purchase and sales of
subsidiaries                                -                73                (73)                3                 70
Total income                               12                57                (45)              (16)                73

EXPENSES

Net incurred losses and LAE:


Amortization of fair value
adjustments                               (18)               16                (34)               28                (12)
Changes in fair value - fair value
option (2)                               (200)              (75)              (125)              119               (194)
Total net incurred losses and LAE        (218)              (59)              (159)              147               (206)
Policyholder benefit expenses               -                 1                 (1)                -                  1
Amortization of net deferred charge
assets                                     80                55                 25                39                 16
General and administrative expenses       142               131                 11               136                 (5)
Total expenses                              4               128               (124)              322               (194)

Interest expense                          (89)              (69)               (20)              (59)               (10)
Net foreign exchange gains (losses)        15                12                  3               (16)                28
Income tax benefit (expense)               12               (27)                39               (24)                (3)
Net earnings from discontinued
operations, net of income taxes             -                 -                  -                16                (16)
Net loss (earnings) attributable to
noncontrolling interests                   75               (15)                90                28                (43)
Dividends on preferred shares             (36)              (36)                 -               (36)                 -
NET LOSS ATTRIBUTABLE TO ENSTAR
ORDINARY SHAREHOLDERS                $    (15)         $   (206)         $  

191 $ (429) $ 223

(1) Amortization of fair value adjustments relates to the acquisition of DCo,
LLC
and Morse TEC LLC.

(2) Comprises the discount rate and risk margin components.

Overall Results

2022 versus 2021: Net loss from corporate and other activities decreased by $191
million
, primarily due to:


•A change in net loss (earnings) attributable to noncontrolling interests of $90
million, as a result of net losses sustained in 2022 for those companies where
there are noncontrolling interests;

•A favorable change in income tax benefit of $39 million, primarily driven by
current year pre-tax losses reported in the US for which we are able to
recognize a partial deferred tax asset; and

•A reduction in net incurred losses of $159 million primarily driven by:


•A $125 million favorable change in the fair value of liabilities relating to
our assumed retroactive reinsurance agreements for which we have elected the
fair value option due to increases in interest rates; and

•A $34 million favorable change in the amortization of fair value adjustments,
primarily driven by the release of fair value adjustment liabilities of $33
million
following the commutation of the Enhanzed Re catastrophe reserves.

This was partially offset by:

•An absence of the prior year net gain on purchase and sales of subsidiaries of
$73 million, as described below.


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                   Item 7 | Management Discussion and Analysis | Current Outlook


2021 versus 2020: Net loss from corporate and other activities decreased by $223
million
, primarily due to:


•A net gain recognized on the purchase and sales of subsidiaries of $73 million,
which has two components: i) the $47 million gain recognized on the Step
Acquisition of Enhanzed Re and ii) the net gain on sales of subsidiaries of $26
million, primarily as a result of the gain on the sale of SUL of $23 million;

•A reduction in net incurred losses of $206 million primarily driven by the
change in the fair value of liabilities for which we have elected the fair value
option due to increases in corporate bond yields, partially offset by tightening
credit spreads for the year ended December 31, 2021, in comparison to declining
interest rates partially offset by widening credit spreads for the year ended
December 31, 2020.

This was partially offset by:

•An unfavorable change in net (earnings) loss attributable to noncontrolling
interest of $43 million, due to higher earnings in 2021 for those companies
where there is a noncontrolling interest.


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                   Item 7 | Management Discussion and Analysis | Current Outlook



Current Outlook



Run-off Outlook



Transactions

On February 16, 2023, certain of our wholly-owned subsidiaries entered into an
LPT agreement with certain subsidiaries of QBE Insurance Group Limited ("QBE")
relating to a diversified portfolio of business underwritten between 2020 and
2018. The LPT agreement covers ground up net loss reserves of $1.9 billion and
provides an additional $900 million of development coverage. Upon completion, a
portion of the portfolio currently underwritten via QBE's Lloyd's syndicates 386
and 2999 will be transferred to Enstar's Syndicate 2008.

On February 21, 2023, one of our wholly-owned subsidiaries entered into an
agreement with RACQ Insurance Limited ("RACQ") to reinsure 80% of RACQ's motor
vehicle Compulsory Third Party ("CTP") insurance liabilities, covering accident
years 2021 and prior. RACQ will cede net reserves of AUD$360 million (USD $243
million), and our subsidiary will provide AUD$200 million (USD $135 million) of
additional cover in excess of the ceded reserves.

The closing of both transactions is subject to regulatory approval and other
closing conditions.


We continue to evaluate transactions in our active pipeline including LPTs,
ADCs, and other transaction types including acquisitions. We seek opportunities
to execute on creative and accretive transactions by offering innovative capital
release solutions that enable our clients to meet their capital and risk
management objectives. Should we execute additional transactions, our mix of
loss reserves by line of business, asset mix and both rate and timing of
earnings may be impacted in the medium term.

We expect we will invest a significant portion of premium on new transactions in
fixed income securities which will deliver accretive book yields at the current
elevated rates.

Seasonality

We complete most of our annual loss reserve studies in the fourth quarter of
each year and, as a result, tend to record the largest movements, both favorable
and adverse, to net incurred losses and LAE in this period.

In the interim periods where a reserve study has not been completed, we perform
quarterly reviews to ascertain whether changes to claims paid or case reserves
have varied from our expectations developed during the last annual reserve
review. In this event, we consider the timing and magnitude of the actual versus
expected development, and we may record an interim adjustment to our recorded
reserves if, and when, warranted.

Enhanzed Re


On November 7, 2022, we completed the novation of our closed block of life
business. We expect to recognize other income of $328 million, which we will
record in the first quarter of 2023 as a result of the one quarter reporting lag
with Enhanzed Re.

The amount of other income we will ultimately recognize will include the gain or
loss on novation, activity for the period from October 1, 2022 to November 7,
2022 and the reclassification of amounts from AOCI, comprising the remeasurement
adjustment to our future policyholder benefit liabilities upon adoption of the
LDTI standard on January 1, 2023.

Our net earnings attributable to Enstar will be reduced by the amount
attributable to Allianz's 24.9% noncontrolling interest in Enhanzed Re at the
time of the transaction and a portion of our other income recorded will be
subject to deferral over the expected settlement period for the life annuity
policies to account for our pre-existing 20% ownership interest in Monument Re.

Investment Outlook



We expect global financial markets to remain uncertain into 2023 as a result of
a potential economic recession, continued inflationary pressures, notably from
the increased cost of services and a tight labor market with resultant
tightening of financial conditions by global central banks, and continued
geopolitical conflicts and tensions.

In 2022, we recognized significant unrealized losses on our fixed income
securities, a trend that could continue, albeit with a likely less severe
impact, in the event that interest rates continue to rise and/or credit spreads
widen. If


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                   Item 7 | Management Discussion and Analysis | Current Outlook


we renew credit facilities in the current environment, we would likely incur a
higher rate of borrowing and interest costs as a result.


We expect that unrealized losses on our fixed income securities will be recouped
as these assets get closer to their maturity and the prices pull to par. We may
undertake tactical repositioning of our portfolio as opportunities arise to
achieve a better result, rather than waiting for certain fixed income securities
to pull to par value.

Elevated interest rates can represent an opportunity for us in the medium to
long term, notably;


•We hold approximately 15% of our portfolio in individual fixed income
securities that have floating interest rates which, should interest rates remain
elevated, we expect to be accretive to future investment income book yields. We
have earned $155 million of net investment income for the year ended December
31, 2022 from our floating rate investments, which are generally indexed to
LIBOR.

•Higher interest rates have provided us with the opportunity to reinvest at
higher yields as our securities mature or as we invest premium received from new
business.

Global equity markets are expected to remain cautious in 2023, and this,
combined with our reporting lag on certain investments, will impact the
valuation of our non-core risk investments. We invest in public equity, private
equity and alternatives (including hedge fund investments), which may vary in
the magnitude of their exposure to any potential economic recession.

Anticipations of an economic downturn, including lower earnings and lower equity
multiples on equities in 2023, may further negatively impact our non-core
investments but may also impact expectations of future interest rates with the
resulting impact to our fixed income securities.

Despite these challenges, we remain committed to our strategic asset allocation
and expect our non-core investments to provide attractive risk adjusted returns
and diversification benefits over the medium to long term.

We expect to continue to benefit from our allocation to investments with
inflationary pass-through components, including investments in private equity,
private credit, real estate, and infrastructure asset classes and will continue
to seek other attractive investment opportunities throughout 2023.

Inflation

We continue to monitor the inflationary impacts resulting from pandemic-related
government stimulus and labor force supply pressures on our loss cost trends.


Our Run-off net loss reserves primarily consist of general casualty, workers'
compensation and asbestos lines of business which, as long tailed lines of
business, have not been significantly impacted by ongoing inflationary pressures
in comparison to other lines of business, such as property and auto lines.

The currently observed and limited impact of economic inflation on our loss cost
trends reflects a combination of the opportunity we have to re-price seasoned
books of business and our claims management model that seeks to settle claims in
an efficient and responsive manner to protect and mitigate the impact to us from
adverse outcomes.

While we do not currently see any new trends in the longer term trend of social
inflation on certain claims, we continue to monitor claims in difficult
legislative districts, seek to actively settle claims and monitor for reserving
adequacy.

Global economic policy responses to inflation have led to increases in interest
rates, which, in the short term, have had a significant impact on our
investments, in particular our fixed income securities. Any further rise in
interest rates will have further negative impacts on our fixed income
securities.


There remains uncertainty around the pace and direction of inflation, and it is
unlikely that a pause in rate increases, or even a cut in rates, will occur
until late 2023 or even 2024. We continue to monitor liquidity, capital and
potential earnings impact of these changes but remain focused on medium to long
term asset allocation decisions.

Inflation, tight labor conditions and higher service costs continue to put
pressure on wages and prices, which could impact our underlying our general and
administrative expenses as we remain focused on being a competitive employer in
our market.

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Russian Invasion of Ukraine



The Russian invasion of Ukraine and the resulting impact on global commodity
markets has increased commodity inflation rates, disrupted supply chains and
generated significant insurance losses. In response, many countries have
established comprehensive sanctions regimes increasing both geopolitical tension
between NATO and Russia and market volatility.

To quantify our exposure, we have performed an analysis of, and continue to
monitor, our direct investment and underwriting risks, our acquisition pipeline
and the potential for operational disruption (including disruption via our third
party service providers). We have concluded that we have no significant direct
impacts from this event. We continue to monitor for, and respond to, all changes
in the global sanctions regime, updating our procedures accordingly.

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Liquidity and Capital Resources



Overview



We believe that we have sufficient liquidity and capital resources to meet our
business requirements for the next 12 months and thereafter. We aim to generate
cash flows from our (re)insurance operations and investments, preserve
sufficient capital for future acquisitions and new business, and develop
relationships with lenders who provide borrowing capacity at competitive rates.

Liquidity and Capital Resources Highlights

Sources of Cash During 2022:

•We received cash, restricted cash and cash equivalents from new business of
$140 million;

•We issued Junior Subordinated notes due 2042 of $500 million; and

•In the fourth quarter, we borrowed and fully repaid $55 million of loans under
our revolving credit facility.

Uses of Cash During 2022:

•We repurchased 697,580 of our outstanding ordinary shares for an aggregate
price of $163 million;

•We repaid Senior Notes due 2022 and the Enhanzed Re Subordinated notes due 2031
with aggregate principal balances totaling $350 million;

•We paid $55 million of dividends to our noncontrolling interest holders; and

•We paid $36 million of cash dividends on our Series D and E Preferred Shares.

As of December 31, 2022, we had $822 million of cash and cash equivalents,
excluding restricted cash, that supports (re)insurance operations. Included in
this amount was $340 million held by our foreign subsidiaries outside of
Bermuda.


                    [[Image Removed: esgr-20221231_g19.jpg]]
                    [[Image Removed: esgr-20221231_g20.jpg]]

The decrease in total capitalization was due to the increase in realized and
unrealized investment losses of $2.2 billion in 2022. On a statutory basis,
which excludes the impact of unrealized investment losses and includes


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discounts for loss reserves, our economic balance sheet strengthened during the
year primarily due to higher interest rates.


Under the eligible capital rules of the Bermuda Monetary Authority ("BMA"), the
Preferred Shares qualify as Tier 2 capital when considering the Bermuda Solvency
Capital Requirements ("BSCR").

For purposes of the financial covenants in our credit facilities, total debt
excludes hybrid capital (defined as our Subordinated Notes) not exceeding 15% of
total capital attributable to Enstar. As of December 31, 2022, we were in
compliance with the financial covenants in our credit facilities.

Liquidity and Capital Resources of Holding Company and Subsidiaries

Holding Company Liquidity


We conduct substantially all of our operations through our subsidiaries. As
such, the potential sources of liquidity to Enstar as a holding company consist
of cashflows from our subsidiaries including dividends, advances and loans, and
interest income on loans to our subsidiaries. We also utilize credit loan
facilities, and we have issued senior notes and preferred shares and guaranteed
our Junior Subordinated Notes.

As of December 31, 2022, we had $600 million of available unutilized capacity
under our unsecured revolving credit agreement, which expires in August 2023,
and may request additional commitments under the facility up to an additional
$400 million. To date, we have not requested any additional commitments under
the facility.

We use cash to fund new acquisitions of companies. We also utilize cash for our
operating expenses associated with being a public company and to pay dividends
on our preferred shares and interest and principal on loans from subsidiaries
and debt obligations, including loans under our credit facilities, our Senior
Notes and our Junior Subordinated Notes.

We may, from time to time, raise capital from the issuance of equity, debt or
other securities as we continuously evaluate our strategic opportunities. We
filed an automatic shelf registration statement in August 2020 with the SEC to
allow us to conduct future offerings of certain securities, if desired,
including debt, equity and other securities.

As we are a holding company and have no substantial operations of our own, our
assets consist primarily of investments in subsidiaries and our loans and
advances to subsidiaries. Dividends from our (re)insurance subsidiaries are
restricted by (re)insurance laws and regulations, as described below. The
ability of all of our subsidiaries to make distributions and transfers to us may
also be restricted by, among other things, other applicable laws and regulations
and the terms of our credit facilities and our subsidiaries' bank loans and
other issued debt instruments.

Based on our group's current corporate structure with a Bermuda domiciled parent
company and the jurisdictions in which we operate, if the cash and cash
equivalents held by our foreign subsidiaries were to be distributed to us, as
dividends or otherwise, such amount would not be subject to incremental income
taxes; however, in certain circumstances withholding taxes may be imposed by
some jurisdictions, including by the United States.

Based on existing tax laws, regulations and our current intentions, there were
no accruals as of December 31, 2022 for any material withholding taxes on
dividends or other distributions.

U.S. Finance Company Liquidity


Enstar Finance is a wholly-owned finance subsidiary under which we have issued
our Junior Subordinated Notes. Similar to our holding company, Enstar Finance is
dependent upon funds from other subsidiaries to pay any amounts due under the
Junior Subordinated Notes in the form of distributions or loans, which may be
restricted by, among other things, other applicable laws and regulations and the
terms of our credit facilities and our subsidiaries' bank loans and other issued
debt instruments.

Operating Company Liquidity

We expect that our operating companies will generate sufficient liquidity,
together with our existing capital base and cash and investments acquired and
from new business, to meet cash requirements and to operate our business.

Sources of funds to our operating companies primarily consist of cash and
investment portfolios acquired on the completion of acquisitions and new
business, investment income earned, proceeds from sales and maturities of
investments and collection of reinsurance recoverables. We also collect premiums
and fees and commission income.


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Cash balances acquired upon the purchase of (re)insurance companies are
classified as cash provided by investing activities, whereas cash from new
business is classified as cash provided by operating activities.

The primary uses of funds by our operating companies are claims payments,
investment purchases, operating expenses and collateral requirements.

The ability of our (re)insurance subsidiaries to pay dividends and make other
distributions is limited by the applicable laws and regulations of the
jurisdictions in which our (re)insurance subsidiaries operate, including
Bermuda, the United Kingdom, the United States, Australia and Continental
Europe, which subject these subsidiaries to significant regulatory restrictions.


These laws and regulations require, among other things, certain of our
(re)insurance subsidiaries to maintain minimum capital requirements and limit
the amount of dividends and other payments that these subsidiaries can pay to
us, which in turn may limit our ability to pay dividends and make other
payments.

As of December 31, 2022, all of our (re)insurance subsidiaries' capital
requirement levels were in excess of the minimum levels required.


Our subsidiaries' ability to pay dividends and make other forms of distributions
may also be limited by our repayment obligations under certain of our
outstanding credit facility agreements and other debt instruments. Variability
in ultimate loss payments and collateral amounts required may also result in
increased liquidity requirements for our subsidiaries.

Sources and Uses of Cash




Cash and cash equivalents decreased by $762 million in 2022, which was largely
due to cash used in investing and financing activities of $919 million and $116
million, respectively, partially offset by cash provided by operating activities
of $257 million.

Cash and cash equivalents increased by $495 million in 2021, which was largely
due to cash provided by operating activities of $3.8 billion, partially offset
by cash used in investing and financing activities of $2.6 billion and $737
million, respectively.

Cash and cash equivalents increased by $541 million in 2021, which was largely
due to cash provided by operating and financing activities of $2.8 billion and
$118 million, respectively, partially offset by cash used in investing
activities of $2.3 billion.


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   Item 7 | Management Discussion and Analysis | Liquidity and Capital Resources



                                                                         

Analysis of Sources and Uses of Cash

                                                  2022              2021              2020            2022 vs 2021          2021 vs 2020
                                                                              (in millions of U.S. dollars)
Operating Cash Flow Activities
Net paid losses                                $ (1,680)         $ (1,431)  

$ (1,485) $ (249) $ 54
Cash acquired on completion of acquisitions
and new business

                                    140             2,015             1,558                (1,875)                  457
Net sales and maturities of trading securities      991             3,111             1,653                (2,120)                1,458
Net investment income                               416               357               326                    59                    31
Other sources (uses)                                390              (251)              734                   641                  (985)
Net cashflows provided by operating activities      257             3,801             2,786                (3,544)                1,015
Investing Cash Flow Activities
Net sales and maturities (purchases) of AFS
securities                                          207            (2,148)           (1,921)                2,355                  (227)
Net purchases of Other Investments               (1,132)             (580)             (380)                 (552)                 (200)
Impact of consolidating the opening cash and
restricted cash balances of the InRe Fund             -               574                 -                  (574)                  574
Other sources (uses)                                  6              (419)              (34)                  425                  (385)
Net cash flows used in investing activities        (919)           (2,573)           (2,335)                1,654                  (238)
Financing Cash Flow Activities
Net proceeds from loans                             138               242               180                  (104)                   62
Preferred share dividends                           (36)              (36)              (36)                    -                     -
Share repurchases                                  (163)             (942)              (26)                  779                  (916)
Other uses                                          (55)               (1)                -                   (54)                   (1)
Net cash flows (used in) provided by financing
activities                                     $   (116)         $   (737)  

$ 118 $ 621 $ (855)

Analysis of Sources and Uses of Cash

Operating Cash Flow Activities


2022 vs 2021: the $3.5 billion decrease in cash provided by operating activities
was driven by a decrease in the net sales and maturities of trading securities
of $2.1 billion, which was primarily driven by the deployment of the InRe funds,
liquidated in 2021, into other investments in line with our asset allocation
strategy. The decrease was further driven by a reduction in cash provided from
acquisitions of new business of $1.9 billion, as a result of receiving increased
non-cash consideration in 2022, including $1.9 billion of funds held by
reinsured companies in relation to the Aspen LPT and $520 million of fixed
income securities, AFS, in relation to the Argo LPT, in comparison to 2021. The
decrease was partially offset by increases of $641 million from other sources
and $59 million from net investment income received.

2021 vs 2020: the $1.0 billion increase in cash provided by operating activities
was driven by an increase in the cash inflows from net sales and maturities of
trading securities of $1.5 billion, which was primarily driven by the
liquidation of the InRe Fund, a $457 million increase in cash, restricted cash
and cash equivalents from assuming new business, and a $31 million increase in
net investment income received. This was partially offset by decreases of $985
million from other sources.

Investing Cash Flow Activities


2022 vs 2021: the $1.7 billion decrease in cash used in investing activities was
primarily due to net sales and maturities of fixed income securities, AFS of
$207 million in 2022, in comparison to net purchases of $2.1 billion in 2021,
partially offset by an increase in purchases of other investments, primarily
driven by the deployment of the InRe funds, of $552 million.

2021 vs 2020: the $238 million increase in cash used in investing activities was
driven by an increase in the net purchases of fixed income securities, AFS of
$227 million and an increase in net purchases of other investments of $200
million, partially offset by the impact of consolidating the opening cash and
restricted cash balances of the InRe Fund of $574 million, in 2021.

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Financing Cash Flow Activities


2022 vs 2021: the $621 million decrease in cash used in financing activities was
primarily driven by the decrease in share repurchases of $779 million, as our
2021 share repurchases were driven by strategic repurchases as described below,
in addition to a decrease in the net proceeds from loans of $104 million.

2021 vs 2020: cash used in financing activities was $737 million in 2021, in
comparison to cash provided by financing activities of $118 million in 2020.
This was primarily due to $942 million of share repurchases in 2021, including
$879 million attributable to the repurchase of Hillhouse Group's entire interest
in Enstar, offsetting an increase in the net proceeds from loans of $62 million.


Debt Obligations



We utilize debt financing and loan facilities primarily for funding acquisitions
and significant new business, investment activities and, from time to time, for
general corporate purposes.

Our debt obligations as of December 31, 2022 and 2021 were as follows:

                                                                                                          December 31,
                                                     Origination                  Term                2022              2021
                                                                                                  (in millions of U.S. dollars)
4.50% Senior Notes due 2022                          March 2017                 5 years           $       -          $   280
4.95% Senior Notes due 2029                           May 2019                  10 years                496              495
3.10% Senior Notes due 2031                          August 2021                10 years                495              495
Total Senior Notes                                                                                      991            1,270
5.75% Junior Subordinated Notes due 2040             August 2020                20 years                345              345
5.50% Junior Subordinated Notes due 2042            January 2022                20 years                493                -
5.50% Enhanzed Re's Subordinated Notes
due 2031                                            December 2018              12.1 years                 -               76
Total Subordinated Notes                                                                                838              421

Total debt obligations                                                                            $   1,829          $ 1,691


Our debt obligations increased by $138 million from December 31, 2021, primarily
due to the issuance of our 2042 Junior Subordinated Notes. This was partially
offset by the repayment upon maturity of our 2022 Senior Notes using proceeds
from the 2042 Junior Subordinated Notes and the repayment of Enhanzed Re's 2031
Subordinated Notes in accordance with our strategic wind-down of Enhanzed Re's
operations.

Under the eligible capital rules of the Bermuda Monetary Authority ("BMA"), the
Senior Notes qualify as Tier 3 capital and the Junior Subordinated Notes qualify
as Tier 2 capital when considering the Bermuda Solvency Capital Requirements
("BSCR").


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Credit Ratings

The following table presents our credit ratings as of March 1, 2023:


Credit ratings (1)                                  Standard and Poor's                              Fitch Ratings
Long-term issuer                           BBB (Outlook: Positive)                      BBB+ (Outlook: Stable)
2029 Senior Notes                          BBB                                          BBB
2031 Senior Notes                          BBB-                                         BBB
2040 and 2042 Junior Subordinated
Notes                                      BB+                                          BBB-
Series D and E Preferred Shares            BB+                                          BBB-


(1) Credit ratings are provided by third parties, Standard and Poor's and Fitch
Ratings, and are subject to certain limitations and disclaimers. For information
on these ratings, refer to the rating agencies' websites and other publications.

Agency ratings are not a recommendation to buy, sell or hold any of our
securities and may be revised or withdrawn at any time by the issuing
organization. Each agency's rating should be evaluated independently of any
other agency's rating14.


14 For information on risks related to our credit ratings, refer to "Item 1A.
Risk Factors - Risks Relating to Liquidity and Capital Resources" and "Item 1A.
Risk Factors - Risks Relating to Ownership of our Shares."

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Contractual Obligations



The following table summarizes, as of December 31, 2022, our future payments
under material contractual obligations and estimated payments for losses and LAE
for the Run-off segment by expected payment date. The table includes only
obligations that are expected to be settled in cash.

                                                                    Short-term                                    Long Term
                                                                    Less than            1 - 3            3 - 5            6 - 10           More than
                                                   Total              1 Year             years            years            years            10 Years
                                                                                     (in millions of U.S. dollars)
Operating Activities
Estimated gross reserves for losses and LAE (1)
Asbestos                                        $  1,693          $       156          $   290          $   246          $   359          $      642
Environmental                                        352                   42               70               54               80                 106
General Casualty                                   4,374                  751            1,015              660            1,344                 604
Workers' compensation/personal accident            2,401                  237              359              347              490                 968
Marine, aviation and transit                         505                  183              163               68               53                  38
Construction defect                                  402                   96              138               43               85                  40
Professional indemnity/ Directors & Officers       1,406                  331              399              219              373                  84
Motor                                                568                  139              167               63               79                 120
Property                                             546                  202              193               75               58                  18
Other                                                668                  248              211               77               64                  68

Total outstanding losses and IBNR                 12,915                2,385            3,005            1,852            2,985               

2,688

ULAE                                                 422                   82              102               61               84                  93
Estimated gross reserves for losses and LAE for
the Run-off segment (1)                           13,337                2,467            3,107            1,913            3,069               2,781

Financing Activities
Loan repayments (including estimated interest
payments)                                          3,050                   89              176              176            1,337               1,272
Total                                           $ 16,387          $     2,556          $ 3,283          $ 2,089          $ 4,406          $    4,053


(1)   The reserves for losses and LAE represent management's estimate of the
ultimate cost of settling losses. The estimation of losses is based on various
complex and subjective judgments. Actual losses paid may differ, perhaps
significantly, from the reserve estimates reflected in our consolidated
financial statements. Similarly, the timing of payment of our estimated losses
is not fixed and there may be significant changes in actual payment activity.
The assumptions used in estimating the likely payments due by period are based
on our historical claims payment experience and industry payment patterns, but
due to the inherent uncertainty in the process of estimating the timing of such
payments, there is a risk that the amounts paid in any such period can be
significantly different from the amounts disclosed above. The amounts in the
above table represent our estimates of known liabilities as of December 31, 2022
and do not take into account corresponding reinsurance recoverable amounts that
would be due to us. Furthermore, certain of the reserves included in the
consolidated financial statements as of December 31, 2022 were acquired by us
and initially recorded at fair value with subsequent amortization, whereas the
expected payments by period in the table above are the estimated payments at a
future time and do not reflect the fair value adjustment in the amount payable.

Reserves for Losses and LAE


We generally attempt to match the duration of our investment portfolio to the
duration of our general liability profile. We generally seek to maintain
investment portfolios that are shorter or of equivalent duration to the
liabilities in order to provide liquidity for the settlement of losses and,
where possible, to avoid having to liquidate longer-dated investments. The
settlement of liabilities also has the potential to accelerate the natural
payout of losses and policyholder benefits, which may require additional
liquidity. As of as of December 31, 2022 and 2021, the weighted average
durations of our Run-off segment gross reserves for losses and LAE were 4.65 and
6.18, respectively. The decrease from 2021 was driven by shorter average payouts
from new acquisitions and an increase in yield curves during the year ended
December 31, 2022.

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Future Policyholder Benefits


In November 2022, Enhanzed Re completed a novation of the reinsurance closed
block of life annuity policies to Monument Re. We settled the life liabilities
and the related assets at carrying value in return for cash consideration, and
expect to record a gain on novation in our first quarter 2023 results as a
result of the one quarter reporting lag15. Given the novation, we did not
include the expected payments of the liability in the table above.

Debt Obligations

The amounts presented in this table represent Enstar's total debt obligations.
Refer to the 'Debt Obligations' section above for further details.

RNCI


In addition to the contractual obligations noted in the table above, we have the
right to purchase the redeemable non-controlling interest ("RNCI") related to
StarStone International from the Trident V Funds and Dowling Capital Partners I,
L.P. and Capital City Partners LLC (collectively, the "Dowling Funds") after
March 31, 2023 (a "call right") and the RNCI holders have the right to sell
their RNCI interests to us after December 31, 2022 (a "put right").

Share Repurchases and Dividends




Our strategy is to retain earnings and invest distributions from our operating
subsidiaries into our business. We may choose to return value to shareholders in
the form of share repurchases or dividends. For details on our share repurchase
programs, refer to Note 19 to our consolidated financial statements. To date, we
have not declared any dividends on our ordinary shares. We may re-evaluate this
strategy from time to time based on overall market conditions and other factors.

We have 16,000 Series D Preferred Shares with an aggregate liquidation value of
$400 million and 4,400 Series E Preferred Shares with an aggregate liquidation
value of $110 million. The dividends on both Series of Preferred Shares are
non-cumulative and may be paid quarterly in arrears, only when, as and if
declared.

Any payment of common or preferred dividends must be approved by our Board. Our
ability to pay ordinary and preferred dividends is subject to certain
restrictions.

Off-Balance Sheet Arrangements




As of December 31, 2022, we have entered into certain investment commitments and
parental guarantees16. We also utilize unsecured and secured letters of credit17
("LOCs") and a deposit facility. We do not believe it is reasonably likely that
these arrangements will have a material current or future effect on our
financial condition, changes in financial condition, revenues and expenses,
results of operations, liquidity, cash requirements or capital resources.

                                                Short-term       Long Term
                                                Less than        More than
                                                  1 Year          1 Year         Total
                                                  (in millions of U.S. dollars)
Investing Activities
Unfunded investment commitments (1)                391           1,402      

1,793

(1) Refer to Note 25 to our consolidated financial statements for further
details.

15 Refer to Note 26 to our consolidated financial statements for further
details.

16 Refer to Note 25 to our consolidated financial statements for further
details.

17 Refer to Note 17 to our consolidated financial statements for further
details.


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Critical Accounting Estimates



We believe the following accounting policies are most dependent on significant
judgments and estimates used in the preparation of our financial statements.


Losses and LAE



Run-off

Losses and LAE liabilities represent our best estimate of the ultimate remaining
liability for unpaid losses and LAE for incurred claims as of the balance sheet
date. This includes provisions for claims that have been reported but are unpaid
at the balance sheet date (Outstanding Loss Reserves, or "OLR") and for
obligations on claims that have been incurred but not reported ("IBNR") at the
balance sheet date. IBNR may also include provisions to account for the
possibility that reported claims may settle for amounts that differ from the
established case reserves as well as the potential for closed claims to re-open.

Establishing loss reserves can be complex and is subject to considerable
uncertainty. Because a significant amount of time can lapse between our
assumption of the risk, the occurrence of a loss event, the reporting of the
event to us and the ultimate payment of the claim on the loss event, the
liability for unpaid losses and LAE is based largely upon estimates. Certain
types of exposure, typically latent health exposures such as asbestos-related
claims, have inherently long reporting delays, in some cases many years, from
the date a loss occurred to the manifestation and reporting of a claim and
ultimately until the final settlement of the claim, and that could impact the
amount of reliance we place on our actual historical data.

We use considerable judgment in the process of developing these estimates of
loss reserves, which involves uncertainty in several areas, including use of
actual or industry data for model inputs, and various projection assumptions and
judgements depending on product lines, coverage type, or policy year. We may
record additional estimates based upon our judgement as to the applicability of
the facts, circumstances and external environment to each portfolio.

As of December 31, 2022 and 2021, IBNR reserves (net of reinsurance balances
recoverable) accounted for $6.1 billion, or 51.3%, and $6.8 billion, or 59.4%,
respectively, of our total Run-off net losses and LAE reserves, excluding
ULAE18.

Our estimate of loss reserves for each portfolio generally relies on the
following key judgments:

•The degree of reliance upon historic actual claims trends or industry data for
claims trends.

•Separation of each portfolio into homogenous data sets, generally by line of
business, or reserving class.

•Methods used in analyzing and projecting potential reserve positions and the
mix of methods selected to form an aggregate reserve position for each
portfolio19.


•Our degree of reliance or adjustment as a result of external factors such as
economic conditions (inflation and unemployment statistics), legal conditions
(judicial rulings in each relevant jurisdiction) and social & environmental
factors (medical cost trends, changes in regulations or public health).

•Consideration of additional information such as changes in claims handling
activities, third party claims operating reviews, third party actuarial reviews
or changes in our reinsurance programs.

Judgments are based on numerous factors and may be revised as additional data
becomes available, as new or improved methods are developed, or as laws change.
This means that ultimate loss payments may differ from the losses and LAE
estimate made at the balance sheet date.

In addition, key assumptions are made within each method, although the
sensitivity to each assumption may vary within each method and even within each
reserving class and accident year of each method. Such assumptions would
include:


•Loss development factors are used to extrapolate current losses on an accident
year to our full expected losses based upon judgements of historical trends on
earlier accident years.

18 For a breakdown of our Run-off gross and net losses and LAE reserves by line
of business, and ULAE, as of December 31, 2022 and 2021, refer to Note 10 to our
consolidated financial statements.

19Refer to Note 10 to our consolidated financial statements for further
description of the methodologies used for establishing reserves.


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•Tail factors further extrapolate our longer tailed lines where payments
expected in later years or decades can be more uncertain than settlements that
preceded them both in the timing and amount of cash flows. As such, lines with
more expected payments in the tail are more sensitive to tail assumptions.

•Expected loss ratios are used for years where we do not yet have credible
experience.

•Loss cost trend factors are used to extrapolate future loss expectations based
upon observed trends.

We perform, at least annually, a formal review process of each portfolio of
reserves in accordance with Actuarial Standards of Practice. These reviews may
be performed using internal or independent credentialed actuaries.


In addition, we project expected paid and incurred loss development for each
class of business, which is monitored on a quarterly basis. Should actual paid
and incurred development differ significantly from the expected paid and
incurred development, we will investigate the cause and, in conjunction with our
actuaries, consider whether any adjustment to total loss reserves is required.

Adjustments resulting from changes in our estimates are recorded in the period
when such adjustments are determined. The ultimate liability for losses and LAE
is likely to differ from the original estimate due to a number of factors,
primarily consisting of the overall claims activity occurring during any period,
including the completion of commutations of assumed liabilities and ceded
reinsurance receivables, policy buy-backs and general incurred claims activity.

Loss Reserving (Latent Claims)

Sensitivity to Underlying Assumptions of our Actuarial Methods


While we believe our reserve for losses and LAE at December 31, 2022 is
reasonable, the estimation of these reserves is a complex process that depends
on a number of factors and assumptions. As noted previously, our best estimate
of our loss reserves involves considerable judgement, considering the results
from a number of reserving methodologies. Therefore, these estimates are
susceptible to changes in assumptions. We consider each of the following
sensitivities a reasonable deviation for the key assumptions for each of our
significant lines of business.

                                                                                                              Estimated range in
       Line of Business                 Net Reserves                      Sensitivity                              variation
                                                    (in millions of U.S. Dollars)
                                                              +/- 10% in expected number of claims                           +/- $125
Asbestos                              $       1,628           +/- 10% in average indemnity                                   +/- $165

                                                              +/- 10% in tail development factor
                                                             (5+ years)                                                      +/- $190
General Casualty                              4,254           +/- 1% in loss cost trend                                      +/- $195
                                                              +/- 2.5% increase in medical
Workers' Compensation                         2,175          inflation                                                       +/- $455

Professional
Indemnity/Directors and
Officers                                      1,250           +/- 2.5% in loss cost trend                                    +/- $105
Motor                                           377           +/- 2.5% in loss cost trend                                     +/- $35


Asbestos - Reserve estimates for this line are subject to greater variability
than reserves for more traditional exposures. Claims are spread across multiple
policy years based on the still evolving case law in various jurisdictions and
inconsistent court decisions and judicial interpretations, making historical
development patterns unreliable to forecast the future claim payments. A key
consideration in setting our asbestos reserves is the volume of future claim
filings, and the average indemnity of those claims.

General Casualty - This is a long tail class of business with long reporting and
paid developing factors, and we generally use a combination of reserving
methodologies on this line. Because of the long tail nature, the reserves are
susceptible to variation in loss development factors and loss cost trends that
may develop over an extended period of time over multiple accident years. A key
assumption in setting our general casualty reserves is the provision for claim
payments in the tail.

Workers' Compensation - We generally use a combination of loss development and
expected loss ratio methods due to the long tail nature of this line. A portion
of our workers' compensation reserves cover medical expense for future
treatments of injured workers. Given the long development patterns associated
with workers' compensation business, these claims are exposed to medical
inflation.

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Item 7 | Management Discussion and Analysis | Critical Accounting Estimates

Professional Indemnity/Directors and Officers - Due to the nature of this line,
there is increased uncertainty in the number and severity of claims, which
results in an expectation of high volatility and uncertainty in loss trends.


Motor - This business is generally more short tail in nature, and the majority
of the claims are resolved within a few years of occurrence. A key component in
estimating motor reserves is the severity of claims.

Asbestos Claims


A number of our subsidiaries, and counterparties who underwrote the insurance
policy portfolios we assumed, have exposure to bodily injury claims from alleged
exposure to asbestos.

•The United States asbestos exposure arises mainly from general liability
insurance policies underwritten prior to 1986, which our subsidiaries or
counterparties either wrote directly, on a primary or excess basis, or as
reinsurance.

•Our United Kingdom asbestos exposures emanate from Employers' Liability
insurance policies written in 2005 and prior.


Asbestos bodily injury claims differ from other bodily injury claims due to the
long latency period for asbestos, which often triggers a policyholder's coverage
over multiple policy periods. The long latency period, combined with the lack of
clear judicial precedent with respect to coverage interpretations and expanded
theories of liability, increases the uncertainty of the asbestos claim reserve
estimates.

As of December 31, 2022 and 2021, the net loss reserves for asbestos-related
claims comprised 13.6% and 16.7%, respectively, of total Run-off net reserves
for losses and LAE liabilities excluding ULAE. In addition as of December 31,
2022 and 2021, we also had $786 million and $826 million of defendant asbestos
liabilities, respectively20 .

Environmental Claims

Our subsidiaries and counterparties who underwrote the insurance policy
portfolios we assumed have exposure to environmental claims from general
liability insurance policies written prior to the mid-1980s, that were not
specifically written to cover damage to the environment from gradual releases of
pollutants. Similar to asbestos, there is additional uncertainty with respect to
environmental reserves as compared to other general liability exposures. This
added uncertainty is due to the multiple policy periods and allocation of claims
to policy years, number of solvent potentially responsible parties at any site,
ultimate cost of the remediation, the number of ultimate sites and changes to
judicial precedence.

As of December 31, 2022 and 2021, the net loss reserves for environmental
pollution-related claims comprised 2.8% and 3.2%, respectively, of total Run-off
net reserves for losses and LAE excluding ULAE. In addition, we also have $10
million and $11 million as of December 31, 2022 and 2021, respectively, of
direct environmental liabilities21.

Asbestos and Environmental Reserving


The ultimate losses from A&E claims cannot be estimated using traditional
actuarial reserving methods that extrapolate losses to an ultimate basis using
loss development, and therefore we use alternative projection methods. Claims
are spread across multiple policy years based on the still evolving case law in
each jurisdiction, making historical development patterns unreliable to forecast
the future claim payments. Our estimate of loss reserves for A&E claims relies
on the following key factors and judgements:

•The degree of reliance or adjustment based on the legal and social environment,
to which these liabilities are particularly sensitive. The current legal
environment and the impact of specific settlements that may be used as
precedents to settle future claims are key with these types of claims.

•The degree of reliance upon actual claims data and trends or industry data for
claims trends.

•Methods used in analyzing and projecting potential reserve positions and the
mix of methods selected to form an aggregate reserve position for each
portfolio22.


Judgements are based on numerous factors and may be revised as additional data
becomes available, as new or improved methods are developed, or as laws change.
This means that ultimate loss payments may differ from the losses and LAE
estimate made at the balance sheet date.

20 As described in Note 12 in our consolidated financial statements.

21 As described in Note 12 in our consolidated financial statements.

22 Refer to Note 10 in our consolidated financial statements, for further
description of the methodologies used for establishing reserves.


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Item 7 | Management Discussion and Analysis | Critical Accounting Estimates




Key assumptions are made within each method, although the sensitivity to each
assumption may vary within each method and even within each reserving class and
accident year of each method. When the asbestos exposure analysis (frequency and
severity) method is applied, such assumptions would include:

•Trends with respect to average claim indemnity, which are used to extrapolate
future claim costs.

•Trends in claim filing patterns, which will be used to estimate the number of
future claims.

We also use a combination of additional actuarial methods, including the paid
survival ratio, paid market share, decay factor, and other methods to
periodically reevaluate the continued reasonableness of recorded loss reserves.

Change in Reserve Assumptions


Changes in reserve estimates can be driven by updated experience and by changes
in assumptions. These are linked as updated information leads to changes in
assumptions. We have estimated what portion of changes in ultimate losses from
acquisition years 2013 to 2022 are attributable to experience and what portion
are attributable to assumptions.

                                           Change in Ultimate
         Line of Business                        Losses                  Change due to Experience             Change due to Assumptions
Asbestos                                                (0.7) %                              (0.5) %                               (0.2) %

General Casualty                                         2.1  %                              (0.1) %                                2.2  %
Workers' Compensation                                   (7.6) %                              (5.2) %                               (2.4) %

Professional Indemnity/Directors
and Officers                                             1.4  %                              (0.1) %                                1.5  %
Motor                                                    4.0  %                               1.1  %                                2.9  %

Defendant asbestos and environmental liabilities




Defendant A&E liabilities on our consolidated balance sheets include amounts for
indemnity and defense costs for pending and future claims, determined using
standard actuarial techniques for asbestos-related exposures. Defendant A&E
liabilities also include amounts for environmental liabilities associated with
our properties. These are non-insurance liabilities since they are held by
non-insurance subsidiaries and are presented separately on our consolidated
balance sheets. These reserves will be sensitive to similar industry trends and
assumptions as observed in our A&E reserves as described under the Loss and LAE
section above, specifically claim trends and indemnity. However, we use utilize
different methodologies to estimate the defendant A&E liabilities as compared to
our loss reserves23.

Key drivers for this estimate are the amount of future claim filings and average
indemnity, which are key indicators of the amount of liabilities. The table
below provides sensitivities of these drivers for defendant A&E.

         Net Liability                             Sensitivity                     Estimated Range in Variation
                                          (in millions of U.S. Dollars)
                                       +/- 10% in expected number of claims                               +/- $45
             $572                      +/- 10% in average indemnity                                       +/- $55

Change in Liability Assumptions


Similar to reserves, changes in defendant A&E liabilities can be driven by
updated experience and by changes in assumptions. These are linked as updated
information leads to changes in assumptions. We have estimated what portion of
changes in the liabilities are attributable to experience and what portion are
attributable to assumptions24.

  Change in Total Liability       Change due to Experience       Change due to Assumptions
                               (in millions of U.S. Dollars)
            $(2)                            $(2)                            $-

23 As described in Note 12 in our consolidated financial statements.

24 For information on our defendant A&E liabilities, refer to Note 2 and Note 12
in our consolidated financial statements.


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Item 7 | Management Discussion and Analysis | Critical Accounting Estimates

Valuation Allowances on Deferred Tax Assets




At each balance sheet date, we assess the need to establish a valuation
allowance that reduces deferred tax assets (including those generated from
operations as well as those acquired in business combinations) when it is more
likely than not that all, or some portion, of the deferred tax assets will not
be realized.

The determination of the need for a valuation allowance is based on all
available information including

•projections of future taxable income;


•our forecast of future taxable income considers several factors, including
actual net earnings in recent years, future sustainability and likelihood of
positive earnings; and

•tax planning strategies.

Projections of future taxable income incorporate assumptions of future business
and operations that may differ from actual experience.


If our assumptions and estimates that resulted in our forecast of future taxable
income prove to be incorrect, an additional valuation allowance could become
necessary, which could have a material adverse effect on our financial
condition.

From 2021 to 2022, we had an increase in our valuation allowance of $52 million,
driven mostly by increase in our DTA associated with unrealized investment
losses and net operating loss carryforwards in the U.S. and U.K. jurisdictions
as we do not make a hold to recovery assertion on unrealized losses. In
assessing the recoverability of the DTA, we consider forecasts of future income
for our U.S. business using assumptions about future macroeconomic and company
specific conditions and events. While our forecasts of future taxable income
have remained consistent, these forecasts are judgmental and involve a level of
uncertainty, such that a 10% decrease to forecasted future income could increase
the valuation allowance by up to 8% or $15 million25.

Level 3 Fair Value Measurements

Level 3 Investments


We measure fair value using a standard hierarchy based on the quality of inputs
used to measure fair value. The hierarchy gives the highest priority to
unadjusted quoted prices in active markets for identical assets or liabilities
(Level 1 measurements) and the lowest priority to unobservable inputs (Level 3
measurements).

Level 3 fair value measurements are based on unobservable inputs where there is
little or no market activity. We utilize unadjusted third party pricing sources
and internal valuation models to determine these fair values. Our assessment of
the significance of these unobservable inputs to the fair value measurement
requires judgement.

Our Level 3 investments consist primarily of privately held equity securities,
and we value these securities using observable and unobservable inputs. While
the observable inputs are based on readily available market data, the
unobservable inputs involve increased uncertainty and judgement in their
selection and application. Key drivers of the valuation are the peer multiple
and the expected term (in years). The peer multiple is calculated from a group
of peer companies and that multiple is then applied to the invested company as a
key input to calculate the value. The expected term is used in the option
pricing model as a key input to calculate the value of the privately held equity
securities. The option pricing model is only used for one investment which has a
more complex securities structure that includes different liquidation
preferences for each security class. We consider the following sensitivity a
reasonable deviation for this key input:

       Sensitivity             Investments        Estimated Range in Variation
                                        (in millions of U.S. dollars)
 +/- 10% peer multiple        $        294                               +/- $29
 +/- 3 year exit term         $        190                               +/- $22


25 For information on valuation allowances on deferred tax assets, refer to
"Income Taxes" within Note 2 in our consolidated financial statements.


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Item 7 | Management Discussion and Analysis | Critical Accounting Estimates

Fair Value Option - Insurance Contracts


We have elected to apply the fair value option for certain LPT reinsurance
transactions that originated in 2017 and 2018. This is an irrevocable election
that applies to all balances under the insurance contract, including reinsurance
recoverable and the liability for losses and LAE.

The fair value of the liability for losses and LAE and reinsurance recoverable
under these contracts is presented separately in our consolidated balance sheet
as of December 31, 2022 and 2021. Changes in the fair value of the liability for
losses and LAE and reinsurance balances recoverable on paid and unpaid losses
are included in net incurred losses and LAE in our consolidated statement of
operations.

We use an internal model to calculate the fair value of the liability for losses
and LAE and reinsurance recoverable asset for certain retroactive reinsurance
contracts where we have elected the fair value option.

The fair value is calculated as the aggregate of discounted cash flows plus a
risk margin.

The discounted cash flow approach uses:

i.estimated nominal cash flows based upon an appropriate payment pattern
developed in accordance with actuarial methods and

ii.a discount rate based upon high quality rated corporate bond yields plus a
credit spread for non-performance risk. The model uses corporate bond rates
across the yield curve depending on the estimated timing of the future cash
flows and specific to the currency of the risk.

The risk margin was calculated using the present value of the cost of capital.
The cost of capital approach uses

i.projected capital requirements,

ii.multiplied by the risk cost of capital representing the return required for
non-hedgeable risk based upon the weighted average cost of capital less
investment income, and

iii.discounted using the weighted average cost of capital.


The fair value model uses a combination of observable and unobservable inputs in
its use and application. While the observable inputs are based on readily
available market data, the unobservable inputs involve increased uncertainty and
judgement in their selection and application. Specifically, the risk margin
calculated is dependent on the following inputs:

a.Yield curve using high quality rated corporate bond rates across different
currencies, notably the British Pound, US dollar, and the Euro.

b.Weighted average cost of capital ("WACC"), which represents a proxy for the
industry cost of capital, and is calculated utilizing various inputs.

c.Average payout of the liabilities, which reflects the timing of expected
future claim payments.

We consider the following sensitivity a reasonable deviation for these key
assumptions26:


  Net Fair Value Liabilities                    Sensitivity                 

Estimated Range in Variation

                                       (in millions of U.S. dollars)
$                     1,011           +/- 50bps WACC                          +/- $5
$                     1,011           +/- 1 year in average payout            +/- $35
$                     1,011           +/- 50bps yield curve                   +/- $25


While the yield curve is an observable input since it is based on readily
determinable corporate bond rates, it generally has the biggest impact to the
fair value in a given year apart from changes in loss estimates. At year-end
2022, there was a $219 million decrease in the liability due to an increase in
the yield curve along with a $21 million decrease in the liability due to a
0.45% increase in the credit spread for non-performance risk as credit spreads
have widened with the increase in yield curve.

The WACC remained unchanged from 2020 to 2022.

26The observable and unobservable inputs used in the model are further described
in Note 13 in our consolidated financial statements.


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The average payout of the liability is adjusted every period to reflect actual
net payments during the period and expected future payments, and any
acceleration or deceleration of the estimated payment pattern will impact the
average payout that would result in an impact to the value of the liability.

During 2022, there was an acceleration in the payment pattern, which decreased
the average payout and resulted in a $2 million increase to the liability.

Recently Issued Accounting Pronouncements Not Yet Adopted27

In August 2018, Financial Accounting Standards Board ("FASB") issued ASU
2018-12, Financial Services-Insurance (Topic 944): Targeted Improvements to the
Accounting for Long-Duration Contracts.


The amendments are intended to improve the existing recognition, measurement,
presentation, and disclosure requirements for long-duration contracts issued by
an insurance entity, and will require more frequent updating of assumptions and
a standardized discount rate for the future policy benefit liability.

Companies are required to apply the guidance as of and record transition
adjustments from January 1, 2021 through to the date the standard is adopted, at
which point the measurement impact is recognized. We will adopt ASU 2018-12
effective January 1, 2023.


ITEM 6. RESERVED



27See Note 2 to the consolidated financial statements for a more detailed
discussion of ASU 2018-12, as well as newly adopted accounting pronouncements.


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