ENSTAR GROUP LTD - 10-Q - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Insurance News | InsuranceNewsNet

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November 3, 2022 Newswires
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ENSTAR GROUP LTD – 10-Q – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Edgar Glimpses

Unless the context indicates otherwise, the terms "Enstar," "we," "us" or "our"
mean Enstar Group Limited and its consolidated subsidiaries.


The following discussion and analysis of our financial condition as of September
30, 2022 and our results of operations for the three and nine months ended
September 30, 2022 and 2021 should be read in conjunction with our unaudited
condensed consolidated financial statements and the related notes included
elsewhere in this quarterly report and the audited consolidated financial
statements and notes thereto contained in our Annual Report on Form 10-K for the
year ended December 31, 2021.

Some of the information contained in this discussion and analysis or included
elsewhere in this quarterly 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" and
Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2021.

                               Table of Contents

Section                                                                                   Page
  Operational Highlights                                                                        9

Consolidated Results of Operations - for the Three and Nine Months Ended

                    11
September 30, 2022 and 2021
•  Overall Measures of Performance                                                             15
•  Underwriting Results                                                                        16
•  Investment Results                                                                          21
•  General and Administrative Expenses                                                         25
  New Business                                                                                 26
  Non-GAAP Financial Measures                                                                  27
  Other Financial Measures                                                                     36
  Results of Operations by Segment - for the Three and   Nine Months Ended                     38
September 30, 2022 and 2021

•  Run-off Segment                                                                             38
•  A    ssumed Life     Segment                                                                40
•  Investments Segment                                                                         41
•  Legacy Underwriting Segment                                                                 45
  Corporate and Other                                                                          46
  Current Outlook                                                                              48

  Liquidity and Capital Resources                                                              51


                 Enstar Group Limited | Third Quarter 2022 | Form 10-Q         8

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                                                             Table of 

Contents

Item 2 | Management's Discussion and Analysis | Operational Highlights




Operational Highlights



Our consolidated results reflect our continued progress on providing capital
release solutions to our clients by acquiring and managing their run-off
portfolios.

Operational highlights for the nine months ended September 30, 2022 include:

Assumed $3.2 billion of Loss Reserves from Run-off Transactions, including $3.1
billion
from Aspen




•On May 20, 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. An existing ADC between Aspen
and us that 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 $1.9 billion,1 and assumed
claims control.

•On August 31, 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 will convert into a reinsurance to close ("RITC") effective January 1,
2023, subject to regulatory approvals.

Commenced Unwind of Enhanzed Re's Reinsurance Transactions




•On June 29, 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. As a result of
the one quarter reporting lag, the impact was reflected in our third quarter
results.

•Following the completion of our strategic review of Enhanzed Re earlier this
year, on August 18, 2022, we entered into a Master Agreement with Allianz
through which we agreed to a series of transactions2 that will allow us to
unwind Enhanzed Re in an orderly manner.


•Enhanzed Re completed the following transactions in the third quarter of 2022,
the impact of which will be reflected in our fourth quarter results as a result
of the one quarter reporting lag:

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

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


•Following receipt of regulatory approval on October 31, 2022, Enhanzed Re is
expected to complete a novation of the reinsurance closed block of life annuity
policies to Monument Re Limited ("Monument Re") on or about November 7, 2022. We
will settle the life liabilities and the related assets at carrying value in
return for cash consideration as of the closing date. As at June 30, 2022, the
carrying value of these items was $1.3 billion and $1.1 billion, respectively,
which we would record as $270 million of other income if measured as of this
date.

•Activity for the period from July 1, 2022 to the closing date will impact the
amount of other income recorded.


•A portion of our other income recorded will be subject to deferral to account
for our 20% ownership interest in Monument Re and our net earnings attributable
to Enstar will be reduced by the amount attributable to Allianz's noncontrolling
interest in Enhanzed Re. The final impact of the novation will be reflected in
our first quarter 2023 results as a result of the 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.

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

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


                 Enstar Group Limited | Third Quarter 2022 | Form 10-Q      

9

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                                                             Table of 

Contents

Item 2 | Management's Discussion and Analysis | Operational Highlights




•We repurchased 697,580 voting ordinary shares during the nine months ended
September 30, 2022 for an aggregate $163 million, representing an average price
per share of $233.92. During the nine months ended September 30, 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 September 30, 2022.

                Enstar Group Limited | Third Quarter 2022 | Form 10-Q       

10

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                                                             Table of 

Contents


         Item 2 | Management's Discussion and Analysis | Consolidated Results of
                                                                      Operations


Consolidated Results of Operations - For the Three and Nine Months Ended
September 30, 2022 and 2021

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,
earned and both realized and unrealized, on our investments; and


•Run-off liability earnings ("RLE"), which measures the 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.

                Enstar Group Limited | Third Quarter 2022 | Form 10-Q       

11

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                                                             Table of 

Contents


         Item 2 | Management's Discussion and Analysis | Consolidated Results of
                                                                      Operations




The following table sets forth certain condensed consolidated financial
information:

                                             Three Months Ended                                                     Nine Months Ended
                                                September 30,                                                         September 30,                      $ / pp
                                            2022              2021           $ / pp Change            2022                 2021                          Change
                                                                 (in millions of U.S. dollars, except per share data)
Underwriting Results
Net premiums earned                     $       4           $   52          $      (48)                     $      52             $     204          $    (152)
Net incurred losses and LAE
Current period                                (13)             (42)                 29                            (39)                 (146)               107
Prior period                                  109               69                  40                            331                   189                142
Total net incurred losses and LAE              96               27                  69                            292                    43             

249

Policyholder benefit expenses                  (7)               -                  (7)                           (25)                    -                (25)
Acquisition costs                               -              (11)                 11                            (20)                  (50)                30

Investment Results
Net investment income                         116               93                  23                            302                   231                 71
Net realized (losses) gains                   (36)               6                 (42)                          (111)                    1               (112)
Net unrealized (losses) gains                (546)            (280)               (266)                        (1,518)                  110            

(1,628)

Earnings (losses) from equity method
investments                                   (20)             (14)                 (6)                            12                   101             

(89)


General and administrative expenses           (67)             (93)                 26                           (235)                 (269)                34

NET (LOSS) EARNINGS                          (478)            (188)               (290)                        (1,266)                  405             (1,671)

NET (LOSS) EARNINGS ATTRIBUTABLE TO
ENSTAR ORDINARY SHAREHOLDERS            $    (444)          $ (196)         $     (248)                     $  (1,219)            $     365          $  (1,584)

COMPREHENSIVE LOSS (INCOME)
ATTRIBUTABLE TO ENSTAR                  $    (612)          $ (217)         $     (395)                     $  (1,843)            $     315          $  (2,158)

GAAP measures:

ROE                                         (10.6)  %         (2.9) %             (7.7)  pp                     (21.8)  %               5.9  %           (27.7)  pp
Annualized ROE                                                                                                  (29.1)  %               7.9  %           (37.0)  pp
Annualized RLE                                                                                                    3.8   %               2.5  %             1.3   pp
Annualized TIR                                                                                                   (8.7)  %               2.8  %           (11.5)  pp

Non-GAAP measures:

Adjusted ROE*                                (2.9)  %         (2.8) %             (0.1)  pp                      (7.0)  %               7.7  %           (14.7)  pp
Annualized Adjusted ROE*                                                                                         (9.4)  %              10.2  %           (19.6)  pp
Annualized Adjusted RLE *                                                                                         0.5   %               1.4  %            (0.9)  pp
Annualized Adjusted TIR*                                                                                         (1.0)  %               4.1  %            (5.1)  pp
                                                                                                                          As of
                                                                                                            September 30,         December 31,
                                                                                                                2022                  2021              $ Change
GAAP measure:
BVPS                                                                                                        $  208.60             $  316.34          $ (107.74)

Non-GAAP measure:
Adjusted BVPS*                                                                                              $  206.25             $  310.80          $ (104.55)


pp - Percentage point(s)

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



                Enstar Group Limited | Third Quarter 2022 | Form 10-Q       

12

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                                                             Table of 

Contents


         Item 2 | Management's Discussion and Analysis | Consolidated Results of
                                                                      Operations



Overall Results

Three Months Ended September 30, 2022 versus 2021:


Net loss attributable to Enstar ordinary shareholders for the three months ended
September 30, 2022 was $444 million, an increase from the comparative quarter of
$248 million as a result of:

•An increase in our negative total investment return of $291 million, consisting
of the aggregate net investment income, net realized and unrealized losses and
losses from equity method investments, primarily driven by an increase in net
realized and unrealized losses on our fixed maturity securities of $331 million
as a result of rising interest rates and widening credit spreads. This was
partially offset by a decrease in net realized and unrealized losses on our
other investments, including equities, of $23 million, and an increase in net
investment income of $23 million primarily due to an increase in average
aggregate fixed income assets and reinvestment at higher yields.

•Absence of the comparative quarter net gain on purchase and sales of
subsidiaries of $47 million, driven by the bargain purchase gain recognized on
the step acquisition of Enhanzed Re.

•Lower net premiums earned of $48 million, partially due to placing our
Starstone International business into run-off in mid-2020.

This was partially offset by:

Reduced total expenses of $109 million as a result of the combination of:

•Reductions of $29 million in current period net incurred losses and LAE and $11
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 prior period development in net incurred losses and
LAE of $40 million driven by a reduction in the fair value of liabilities for
which we have elected the fair value option; in addition to

•A reduction of $26 million in general and administrative expenses primarily
driven by reductions to long-term incentive plan costs.

The above resulted in a $290 million increase in our net loss to $478 million
for the three months ended September 30, 2022.


Comprehensive loss attributable to Enstar increased by $395 million due to the
$290 million increase in net loss and a $153 million increase in other
comprehensive loss, which was primarily due to an increase in unrealized losses
on our fixed income available-for-sale investments as a result of rising
interest rates.

As a result of the current quarter net loss and comprehensive loss attributable
to Enstar as noted above, our ROE decreased by 7.7 pp.

Nine Months Ended September 30, 2022 versus 2021:


Net loss attributable to Enstar ordinary shareholders was $1.2 billion for the
nine months ended September 30, 2022, an unfavorable movement of $1.6 billion
from the comparative period, as a result of:

•Total negative investment return of $1.3 billion compared to total investment
return of $443 million, primarily driven by an increase in net realized and
unrealized losses on our fixed maturity securities of $978 million, and net
realized and unrealized losses on our other investments, including equities, of
$468 million for the nine months ended September 30, 2022, compared to net gains
of $294 million for the comparative period. A decrease of $89 million in
earnings from equity method investments further contributed to the decrease in
our TIR, as a result of consolidating Enhanzed Re effective September 1, 2021.
This was partially offset by an increase in net investment income of $71 million
due to higher yielding investments.

•Rising interest rates and widening credit spreads led to the net losses on our
fixed income securities, and global equity market declines and widening high
yield credit spreads led to the net losses on our other investments, including
equities. These factors contributed to an annualized TIR of (8.7)% for the nine
months ended September 30, 2022, in comparison to an annualized TIR of 2.8% for
the comparative period.

•An absence of the prior period net gain on purchase and sales of subsidiaries
of $62 million, primarily driven by the bargain purchase gain recognized on the
step acquisition of Enhanzed Re and a net gain on sales of subsidiaries of
$15 million.

                Enstar Group Limited | Third Quarter 2022 | Form 10-Q       

13

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                                                             Table of 

Contents


         Item 2 | Management's Discussion and Analysis | Consolidated Results of
                                                                      Operations


•Lower net earned premiums of $152 million, partially due to placing our
Starstone International business into run-off in mid-2020.

This was partially offset by:

Reduced total expenses of $286 million as a result of the combination of:


•Reductions of $107 million in current period net incurred losses and LAE and
$30 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 of $142
million, which improved our annualized RLE to 3.8% for the nine months ended
September 30, 2022 in comparison to annualized RLE of 2.5% for the comparative
period; in addition to

•A reduction of $34 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 resulted in the $1.7 billion variance in our current year-to-date net
loss of $1.3 billion compared to prior period net earnings of $405 million.


Comprehensive loss attributable to Enstar moved unfavorably by $2.2 billion,
from income of $315 million for the nine months ended September 30, 2021 to a
loss of $1.8 billion for the nine months ended September 30, 2022, primarily due
to the $1.7 billion year-over-year net loss as compared to net earnings variance
and a $591 million increase in other comprehensive loss, which was primarily due
to an increase in unrealized losses on our fixed income available-for-sale
investments as a result of rising interest rates.

BVPS decreased by 34.1% primarily as a result of comprehensive loss attributable
to Enstar of $1.8 billion.

As a result of the current period net loss and comprehensive loss attributable
to Enstar as noted above, our ROE decreased by 27.7 pp.




                Enstar Group Limited | Third Quarter 2022 | Form 10-Q       

14

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                                                             Table of 

Contents

Item 2 | Management's Discussion and Analysis | Key Performance Measures

Overall Measures of Performance

BVPS and Adjusted BVPS*

                    [[Image Removed: esgr-20220930_g2.jpg]]
BVPS and Adjusted BVPS* decreased by 34.1% and 33.6%, respectively, from December 31, 2021
to September 30, 2022, primarily due to recognized and unrecognized investment losses of
$2.0 billion for the nine months ended September 30, 2022.


ROE and Adjusted ROE*

                    [[Image Removed: esgr-20220930_g3.jpg]]

Three and Nine Months Ended September 30, 2022 versus 2021: ROE decreased by 7.7
and 27.7 pp for the three and nine months ended September 30, 2022,
respectively, primarily due to:

i.an increase in net realized and unrealized losses on fixed maturity
securities, which contributed 8.7 and 17.8 pp to the total reduction in ROE for
the three and nine months ended September 30, 2022, respectively;


ii.net realized and unrealized losses on other investments, including equities,
for the three and nine months ended September 30, 2022 compared to net losses
and net gains for the equivalent periods ended September 30, 2021, respectively.
This contributed 1.1 and 13.1 pp to the total reduction in ROE for the three and
nine months ended September 30, 2022, respectively; and

iii.a reduction in earnings from equity method investments, which contributed
1.4 pp to the total reduction in ROE for the nine months ended September 30,
2022.

These negative factors were partially offset by:

iv. higher favorable PPD, which offset the reduction in ROE by 1.6 and 2.9 pp
for the three and nine months ended September 30, 2022, respectively; and

v. higher net investment income, which offset the reduction in ROE by 1.4 and
1.7 pp for the three and nine months ended September 30, 2022, respectively.


Adjusted ROE* decreased by 0.1 and 14.7 pp for the three and nine months ended
September 30, 2022, respectively, as it excludes the impact of net realized and
unrealized losses on fixed maturity securities.

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


                Enstar Group Limited | Third Quarter 2022 | Form 10-Q       

15

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                                                             Table of 

Contents


         Item 2 | Management's Discussion and Analysis | Consolidated Results of
                                                                      Operations



We discuss the results of our operations by aggregating certain captions from
our condensed 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 and (losses) earnings from equity method
investments.

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


Underwriting Results



Our strategy is focused on effectively managing 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 are as follows:

                                                                                                   Three Months Ended September 30,
                                                                         2022                                                                                           2021
                                                                                                 Corporate and                                               Legacy              Corporate and
                          Run-off           Assumed Life3           Legacy Underwriting              other              Total           Run-off           Underwriting               other              Total
                                                                                                     (in millions of U.S. dollars)
Net premiums earned     $      1          $            2          $                  1          $          -          $    4          $     39          $           13          $          -          $   52
Net incurred losses and
LAE:
Current period                10                       -                             3                     -              13                35                       7                     -              42
Prior periods                (61)                      -                            (2)                  (46)           (109)              (86)                     (2)                   19             (69)
Total net incurred
losses and LAE               (51)                      -                             1                   (46)            (96)              (51)                      5                    19             (27)
Policyholder benefit
expenses                       -                       7                             -                     -               7                 -                       -                     -               -
Acquisition costs              1                       -                            (1)                    -               -                 8                       3                     -              11
Underwriting results    $     51          $           (5)         $                  1          $         46          $   93          $     82          $            5          $        (19)         $   68


                                                                                                 Nine Months Ended September 30,
                                                                       2022                                                                                         2021
                                                                                              Corporate and                                              Legacy              Corporate and
                         Run-off          Assumed Life           Legacy Underwriting              other             Total           Run-off           Underwriting               other              Total
                                                                                                  (in millions of U.S. dollars)
Net premiums earned    $     27          $         17          $                  8          $          -          $  52          $    154          $           50          $           -          $ 204
Net incurred losses
and LAE:
Current period               35                     -                             4                     -             39               121                      25                      -            146
Prior periods              (232)                  (29)                            2                   (72)          (331)             (184)                     (5)                     -           (189)
Total net incurred
losses and LAE             (197)                  (29)                            6                   (72)          (292)              (63)                     20                      -            (43)
Policyholder benefit
expenses                      -                    25                             -                     -             25                 -                       -                      -              -
Acquisition costs            18                     -                             2                     -             20                37                      13                      -             50
Underwriting results   $    206          $         21          $                  -          $         72          $ 299          $    180          $           17          $           -          $ 197


3   During the third quarter of 2022, we changed the segment name from "Enhanzed
Re" to "Assumed Life". Refer to the "Assumed Life Segment" section for further
details.

                Enstar Group Limited | Third Quarter 2022 | Form 10-Q         16

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                                                             Table of 

Contents


         Item 2 | Management's Discussion and Analysis | Consolidated Results of
                                                                      Operations


Current Period - Three and Nine Months Ended September 30, 2022 and 2021

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

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

[[Image Removed: esgr-20220930_g4.jpg]] [[Image Removed: esgr-20220930_g5.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.


We continue to earn premium from our StarStone International business and from
our Assumed Life segment. In comparison, our 2021 earned premium was primarily
driven by StarStone International and AmTrust RITC business, which was entered
into in 2019.

Prior Periods - RLE - Three Months Ended September 30, 2022 and 2021


The following tables summarize RLE % and Adjusted RLE %* by acquisition year,
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.

                                                                                           Three Months Ended September 30, 2022
                                                                      RLE                                                                 Adjusted RLE*
                                                                                                                                      Average adjusted
                                                           Average net loss                                                               net loss
  Acquisition Year                          PPD                reserves             Annualized RLE %            Adjusted PPD*             reserves*           Annualized Adj RLE %*
                                                                                               (in millions of U.S. dollars)
   2012 and prior                       $       2          $         554                                      $            7          $          583
        2013                                    4                    178                                                   1                      36
        2014                                   17                    711                                                   1                      52
        2015                                    6                    275                                                   5                     261
        2016                                    3                    704                                                   2                     744
        2017                                   71                    592                                                   3                     745
        2018                                    5                    835                                                  (9)                    888
        2019                                    8                  1,015                                                   7                   1,493
      2020 (1)                                (11)                   600                                                 (13)                    577
        2021                                   10                  3,857                                                  21                   4,223
      2022 (1)                                 (6)                 2,580                         1.9  %                  (11)                  2,437                         1.1  %
        Total                           $     109          $      11,901                         3.7  %       $           14          $       12,039                         0.5  %


(1) We have reclassified $784 million of average net loss reserves and $772
million of average adjusted net loss reserves* recorded in acquisition year 2020
arising from an ADC between Aspen and us to acquisition year 2022 to reflect the
absorption of the ADC into the 2022 Aspen LPT transaction. There was no recorded
PPD or Adjusted PPD* relating to the Aspen ADC during the three months ended
September 30, 2022.

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


                Enstar Group Limited | Third Quarter 2022 | Form 10-Q       

17

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                                                             Table of 

Contents


         Item 2 | Management's Discussion and Analysis | Consolidated Results of
                                                                      Operations


Three Months Ended September 30, 2022:


Our Annualized RLE % was positively impacted by a reduction of $82 million in
the fair value of liabilities for which we have elected the fair value option
and a net reduction in estimates of net ultimate losses of $48 million,
partially offset by $32 million of amortization of DCAs.

Favorable PPD in the 2017 and 2018 acquisition years was driven predominantly by
a reduction in the fair value of liabilities for which we have elected the fair
value option.

Favorable development as a result of lower claim activity on our marine,
aviation, and transit line of business and favorable claim settlements on our
workers' compensation line of business had a favorable impact on PPD in
acquisition year 2019.


Whilst acquisition year 2018 also benefited from the favorable development on
our marine, aviation and transit and workers' compensation lines of business,
there was an increase in estimates of net ultimate losses as a result of worse
than expected claims experience and adverse development on claims in relation to
our general casualty and motor lines of business, which also impacted
acquisition year 2020.

Acquisition year 2021 PPD benefited from favorable claim settlements on our
workers' compensation line of business but was adversely impacted by worse than
expected claims experience on our general casualty line of business and
accelerated amortization of DCAs (offsetting favorable development pursuant to
our accounting policies).

Our Annualized Adjusted RLE %*, which excludes fair value adjustments, the
reduction in provisions for ULAE and the changes in the loss liabilities of the
Assumed Life and Legacy Underwriting segments, was positively impacted by the
net reduction in estimates of net ultimate losses relating to the Run-off
segment, partially offset by amortization of DCAs, as described above.

                                                                                           Three Months Ended September 30, 2021
                                                                      RLE                                                                 Adjusted RLE*
                                                                                                                                      Average adjusted
                                                           Average net loss                                                               net loss
  Acquisition Year                          PPD                reserves             Annualized RLE %            Adjusted PPD*             reserves*           Annualized Adj RLE %*
                                                                                               (in millions of U.S. dollars)
   2012 and prior                       $      12          $         552                                      $            8          $          586
        2013                                    2                    215                                                   -                      49
        2014                                   23                    937                                                   6                      73
        2015                                   11                    335                                                  10                     318
        2016                                   (1)                   813                                                   1                     857
        2017                                   13                    976                                                   2                     988
        2018                                    2                  1,147                                                   2                   1,136
        2019                                    9                  1,155                                                  17                   1,636
        2020                                    2                  1,749                                                  (1)                  1,701
        2021                                   (4)                 3,520                                                   8                   4,086

        Total                           $      69          $      11,399                         2.4  %       $           53          $       11,430                         1.9  %

Three Months Ended September 30, 2021:

Our Annualized RLE % was positively impacted by a net reduction in estimates of
net ultimate losses of $74 million, partially offset by $24 million of
amortization of DCAs.


Acquisition years 2011, 2015 and 2021 benefited from better than expected claims
experience and favorable results from actuarial loss reserve reviews relating to
our workers' compensation line of business.

Favorable results from actuarial loss reserve studies with respect to our
property line of business had a favorable impact on acquisition years 2014 and
2019.

Acquisition years 2015 and 2019 also benefited from better than expected claims
experience on our construction defect line of business.


Acquisition year 2018 benefited from the favorable development on our workers'
compensation and property lines of business, in addition to better than expected
claims experience on our marine, aviation and transit line of business, but was
adversely impacted by worse than expected claims experience across multiple
lines of business.

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


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         Item 2 | Management's Discussion and Analysis | Consolidated Results of
                                                                      Operations


The favorable movements were partially offset by accelerated amortization of
DCAs relating to the 2021 acquisition year.

Our Annualized Adjusted RLE %* was positively impacted by the net reduction in
estimates of net ultimate losses relating to the Run-off segment, partially
offset by amortization of DCAs, as described above.

Prior Periods - RLE - Nine Months Ended September 30, 2022 and 2021


The following tables summarize RLE % and Adjusted RLE %* by acquisition year:

                                                                                           Nine Months Ended September 30, 2022
                                                                      RLE                                                                 Adjusted RLE*
                                                                                                                                      Average adjusted
                                                           Average net loss                                                               net loss
  Acquisition Year                          PPD                reserves             Annualized RLE %            Adjusted PPD*             reserves*           Annualized Adj RLE %*
                                                                                               (in millions of U.S. dollars)
   2012 and prior                       $       3          $         581                                      $           12          $          611
        2013                                    -                    187                                                   1                      39
        2014                                   35                    766                                                   1                      48
        2015                                    7                    284                                                   5                     270
        2016                                    7                    730                                                  14                     774
        2017                                  189                    724                                                   6                     823
        2018                                   47                    925                                                  (1)                    960
        2019                                    -                  1,052                                                  (7)                  1,524
      2020 (1)                                (10)                   701                                                 (19)                    675
        2021                                   59                  3,972                                                  41                   4,382
      2022 (1)                                 (6)                 1,638                         1.9  %                  (11)                  1,562                         1.1  %
        Total                           $     331          $      11,560                         3.8  %       $           42          $       11,668                         0.5  %


(1) We have reclassified $2 million of PPD, $2 million of Adjusted PPD*, $784
million of average net loss reserves and $772 million of average adjusted net
loss reserves* recorded in acquisition year 2020 arising from an ADC between
Aspen and us to acquisition year 2022 to reflect the absorption of the ADC into
the 2022 Aspen LPT transaction.

Nine Months Ended September 30, 2022:


Our Annualized RLE % was positively impacted by a reduction of $228 million in
the fair value of liabilities for which we have elected the fair value option
and a net reduction in estimates of net ultimate losses of $209 million,
partially offset by $145 million of amortization of DCAs.

Favorable PPD in the 2017 and 2018 acquisition years was driven predominantly by
a reduction in the fair value of liabilities for which we have elected the fair
value option.

Acquisition year 2020 was adversely impacted by worse than expected claims
experience and adverse development on claims in relation to our general casualty
and motor lines of business.


Acquisition year 2021 PPD benefited from favorable claim settlements on our
workers' compensation and professional indemnity/directors and officers lines of
business and favorable claim activity on the catastrophe book in the Assumed
Life segment, which more than offset the adverse impact of worse than expected
claims experience on our general casualty line of business and accelerated
amortization of DCAs (offsetting favorable development pursuant to our
accounting policies).

Our Annualized Adjusted RLE %* was positively impacted by the net reduction in
estimates of net ultimate losses relating to the Run-off segment, partially
offset by amortization of DCA, as described above.

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


                Enstar Group Limited | Third Quarter 2022 | Form 10-Q       

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         Item 2 | Management's Discussion and Analysis | Consolidated Results of
                                                                      Operations



                                                                                           Nine Months Ended September 30, 2021
                                                                      RLE                                                                 Adjusted RLE*
                                                                                                                                      Average adjusted
                                                           Average net loss                                                               net loss
  Acquisition Year                          PPD                reserves             Annualized RLE %            Adjusted PPD*             reserves*           Annualized Adj RLE %*
                                                                                               (in millions of U.S. dollars)
   2012 and prior                       $      21          $         569                                      $           17          $          603
        2013                                    5                    141                                                   -                      56
        2014                                   36                    971                                                  23                      83
        2015                                   11                    346                                                  10                     329
        2016                                    4                    831                                                   5                     876
        2017                                   66                  1,023                                                   4                   1,008
        2018                                   29                  1,232                                                  20                   1,208
        2019                                    6                  1,188                                                  25                   1,684
        2020                                   25                  1,858                                                  13                   1,806
        2021                                  (14)                 2,095                                                 (14)                  2,306

        Total                           $     189          $      10,254                         2.5  %       $          103          $        9,959                         1.4  %

Nine Months Ended September 30, 2021:


Our Annualized RLE % was positively impacted by a net reduction in estimates of
net ultimate losses of $143 million and a reduction of $68 million in the fair
value of liabilities for which we have elected the fair value option, partially
offset by $55 million of amortization of DCAs.

Favorable PPD in the 2017 and 2018 acquisition years was driven predominantly by
a reduction in the fair value of liabilities for which we have elected the fair
value option as a result of increases in interest rates.

Acquisition years 2014, 2018 and 2019 benefited from favorable development on
our property and marine, transit and aviation lines of business as a result of
favorable results from actuarial loss reserve studies.

Acquisition years 2015, 2017, 2020 and 2021 benefited from better than expected
claims experience.


The favorable movements were partially offset by accelerated amortization of DCA
relating to the 2021 acquisition year and regular amortization across multiple
acquisition years.

Annualized Adjusted RLE %* was positively impacted by the net reduction in
estimates of net ultimate losses relating to the Run-off segment, partially
offset by amortization of DCA, as described above. Annualized Adjusted RLE %*
further benefited from a $19 million favorable impact as a result of lower than
expected asbestos related claim frequency related to our defendant A&E
liabilities attributable primarily to the 2019 acquisition year.

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



                Enstar Group Limited | Third Quarter 2022 | Form 10-Q       

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         Item 2 | Management's Discussion and Analysis | Consolidated Results of
                                                                      Operations



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, fixed maturity investments included within 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 ("Other Investments") (which includes
equities, the remainder of funds held-directly managed and equity method
investments) are as follows:

                                                                            

Three Months Ended September 30,

                                                          2022                                                            2021
                                 Fixed Income         Other Investments          Total           Fixed Income         Other Investments          Total
                                                                              (in millions of U.S. dollars)
Net investment income           $        94          $             22          $   116          $        81          $             12          $    93
Net realized (losses) gains             (23)                      (13)             (36)                   6                         -                6
Net unrealized losses                  (395)                     (151)            (546)                 (93)                     (187)            (280)
Losses from equity method
investments                               -                       (20)             (20)                   -                       (14)             (14)
TIR ($)                         $      (324)         $           (162)         $  (486)         $        (6)         $           (189)         $  (195)
Annualized TIR %                       (8.6) %                  (12.6) %          (9.7) %              (0.1) %                  (13.9) %          (3.6) %
Annualized Adjusted TIR %*              2.3  %                  (12.6) %          (1.3) %               2.0  %                  (13.9) %          (2.0) %


                                                                           

Nine Months Ended September 30,

                                                           2022                                                             2021
                                 Fixed Income         Other Investments           Total           Fixed Income         Other Investments           Total
                                                                               (in millions of U.S. dollars)
Net investment income           $       239          $             63          $    302          $      190           $            41            $   

231

Net realized (losses) gains             (88)                      (23)             (111)                 (1)                        2                  1
Net unrealized (losses) gains        (1,073)                     (445)           (1,518)               (182)                      292                110
Earnings from equity method
investments                               -                        12                12                   -                       101                101
TIR ($)                         $      (922)         $           (393)         $ (1,315)         $        7           $           436            $   443
Annualized TIR %                       (8.2) %                  (10.0) %           (8.7) %              0.1   %                   9.9    %           2.8  %
Annualized Adjusted TIR %*              2.0  %                  (10.0) %           (1.0) %              1.7   %                   9.9    %          

4.1 %

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


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         Item 2 | Management's Discussion and Analysis | Consolidated Results of
                                                                      Operations



Net Investment Income

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

[[Image Removed: esgr-20220930_g6.jpg]] [[Image Removed: esgr-20220930_g7.jpg]]

Three and Nine Months Ended September 30, 2022 versus 2021: Net investment
income increased primarily due to:

•an increase in our average aggregate fixed income assets of $0.7 billion and
$1.4 billion, respectively, due to new business during the past year; and


•an increase in our annualized book yield by 59 and 24 basis points,
respectively, due to a combination of investment of new premium and reinvestment
of fixed maturities at higher yields and the impact of rising interest rates on
the $2.7 billion of our fixed maturity investments that are subject to floating
interest rates. Our floating rate investments generated increased net investment
income of $16 million and $39 million, respectively, which equates to an
increase of 257 basis points and 165 basis points, respectively, on those
investments in comparison to the prior period.


Net Realized and Unrealized (Losses) Gains

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

[[Image Removed: esgr-20220930_g8.jpg]][[Image Removed: esgr-20220930_g9.jpg]]

Three Months Ended September 30, 2022 versus 2021: Net realized and unrealized
losses increased by $308 million as a result of:


•an increase in net realized and unrealized losses on fixed income securities of
$331 million, primarily driven by rising interest rates across U.S., U.K. and
European markets, in addition to widening credit spreads in the current period;
partially offset by

•a decrease in net realized and unrealized losses on other investments,
including equities, of $23 million. Net losses for the three months ended
September 30, 2022 were primarily driven by losses from our public equities,
private equity funds and hedge funds, largely as a result of global equity
market declines and the widening of high yield credit spreads. Net losses for
the three months ended September 30, 2021 were driven by net unrealized losses
in the InRe Fund, principally a result of volatility in Chinese and other global
equity markets.

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         Item 2 | Management's Discussion and Analysis | Consolidated Results of
                                                                      Operations



Nine Months Ended September 30, 2022 versus 2021: The negative variance of $1.7
billion when comparing net realized and unrealized losses to net realized and
unrealized gains was the result of:

•an increase in net realized and unrealized losses on fixed income securities of
$978 million, primarily driven by rising interest rates across U.S., U.K. and
European markets, in addition to widening credit spreads in the current period;
and

•net realized and unrealized losses on other investments, including equities, of
$468 million for the nine months ended September 30, 2022, compared to net gains
of $294 million for the comparative period. The unfavorable movement of $762
million was primarily driven by:

•Losses from our public equities, fixed income funds, CLO equities and hedge
funds for the nine months ended September 30, 2022, largely as a result of
global equity market declines and the widening of high yield credit spreads; in
comparison to

•Net realized and unrealized gains for the nine months ended September 30, 2021,
which were led by gains in private equity funds, fixed income funds, private
debt funds, equity and equity funds, CLO equities, hedge funds and real estate
funds, principally driven by a rally in risk assets and global equity markets as
economies continued to re-open following the shutdowns related to the COVID-19
pandemic.

Earnings (losses) from equity method investments

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

                    [[Image Removed: esgr-20220930_g10.jpg]]
                    [[Image Removed: esgr-20220930_g11.jpg]]

Nine Months Ended September 30, 2022 versus 2021: Earnings from equity method
investments decreased, primarily due to our acquisition of the controlling
interest in Enhanzed Re, which resulted in us consolidating Enhanzed Re
effective September 1, 2021. Prior to that date, the results of Enhanzed Re were
recorded in earnings from equity method investments. The consolidated net loss
from Enhanzed Re was $231 million for the nine months ended September 30, 2022
driven by unrealized investment losses.

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         Item 2 | Management's Discussion and Analysis | Consolidated Results of
                                                                      Operations



Investable Assets

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


[[Image Removed: esgr-20220930_g12.jpg]]
[[Image Removed: esgr-20220930_g13.jpg]]
•Investable assets decreased by 11.0% from December 31, 2021 to September 30, 2022,
primarily due to a decline in the carrying value of our fixed income securities and
other investments, including equities, and due to assets used to support net paid
losses, partially offset by an increase in funds held by reinsured companies as a result
of the Aspen transaction.
•Adjusted investable assets* decreased by 1.8% from December 31, 2021 to September 30,
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 an increase in funds
held by reinsured companies as a result of the Aspen transaction.
•Cash and cash equivalents decreased by $735 million from December 31, 2021 to September
30, 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 on fixed income securities and cash and cash
equivalents


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

                                                               September 30, 2022                                                             December 31, 2021
                                        Fair Value ($)             Duration
             Average Credit               Fair Value ($)            
Duration              Average Credit
Segment                                       (1)               (in years) (2)             Rating (3)                       (1)               (in years) (2)             Rating (3)
                                        (in millions of                                                               (in millions of
Investments                              U.S. dollars)                                                                 U.S. dollars)
Run-off                                 $      9,421                 4.03                      A+                     $     12,680                 4.54                      A+
Assumed Life                                   1,074                 9.21                      A-                            1,454                 14.62                     A-
Total - Investments                           10,495                 4.57                      A+                              14,134              5.69                      A+
Legacy Underwriting                              172                 2.30                      AA                                 212              2.37                      AA-
Total                                   $     10,667                 4.54                      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 duration calculation includes cash and cash equivalents, short-term
investments and fixed maturity securities, as well as the fixed maturity
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 maturity securities and the fixed maturity
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 $3.7 billion for the nine months ended September 30, 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 September 30, 2022 and December 31, 2021, our fixed income securities
and cash and cash equivalents had an average credit quality rating of A+.


As of September 30, 2022 and December 31, 2021, our fixed income securities that
were non-investment grade (i.e. rated lower than BBB- and non-rated securities)
comprised 6.7% and 5.6% of our total fixed income securities portfolio,
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 in the period.

                Enstar Group Limited | Third Quarter 2022 | Form 10-Q       

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         Item 2 | Management's Discussion and Analysis | Consolidated Results of
                                                                      Operations


General and Administrative Expenses for the For the Three and Nine Months Ended
September 30, 2022 and 2021

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

[[Image Removed: esgr-20220930_g14.jpg]]


Three Months Ended September 30, 2022 versus 2021: The $26 million decrease in
general and administrative expenses was primarily a result of reductions in
salaries and benefits expenses, driven by a $20 million reduction to long-term
incentive plan costs as a result of reducing performance share unit ("PSU")
award values based on projected results.

[[Image Removed: esgr-20220930_g15.jpg]]


Nine Months Ended September 30, 2022 versus 2021: The $34 million decrease in
general and administrative expenses was primarily driven by reductions in
salaries and benefits expenses, including a $20 million reduction to long-term
incentive plan costs as a result of reducing PSU award values based on projected
results, and further impacted by reduced head count. In addition, we incurred
reductions in IT costs as a result of reduced project activity.

This was partially offset by a $12 million period over period increase in
accrued short term incentives.


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                    Item 2 | Management's Discussion and Analysis | New Business



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, as
well as negotiations if we believe the liabilities could potentially be reduced
in the future through successful claims management.

The difference between the liabilities assumed and the assets acquired is
recorded as a DCA or deferred gain, 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 deferred gain.

The table below sets forth a summary of new business that we have completed
between January 1, 2022 and September 30, 2022:


                              Total Assets                          Total Assets from                     Total Liabilities                                      Remaining Limit upon
Transaction                     Assumed            DCA (1)            Transactions                        from Transactions          Type of Transaction              Acquisition                Line of Business                 Jurisdiction
                                                              (in millions of U.S. dollars)
                                                                                                                                                                                             Property, liability and
Aspen (2)                     $   1,881          $     28          $          1,909                      $          1,909                    LPT                          403                    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

Total 2022                    $   1,941          $     29          $          1,970                      $          1,970

(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 $432 million.

(3) The LPT will convert into a RITC transaction as of January 1, 2023, subject
to regulatory approval.



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Item 2 | Management's 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 maturity investments 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 presented the results and GAAP reconciliations for these measures
further below. The following tables present more information on each non-GAAP
measure.

Purpose of Non-GAAP Measure over GAAP

  Non-GAAP Measure          Definition                                      

Measure

Adjusted book value Total Enstar ordinary shareholders' equity

  Increases the number of ordinary shares to
per ordinary share                                                          

reflect the exercise of equity awards

                            Divided by                                      

granted but not yet vested as, over the

long term, this presents both management

                            Number of ordinary shares outstanding,          

and investors with a more economically

                            adjusted for:                                   

accurate measure of the realizable value of

                            -the ultimate effect of any dilutive            

shareholder returns by factoring in the

                            securities on the number of ordinary            

impact of share dilution.

                            shares outstanding
                                                                            

We use this non-GAAP measure in our

incentive compensation program.



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Item 2 | Management's Discussion and Analysis | Non-GAAP Financial Measures




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 maturity
income (loss)              Enstar ordinary shareholders, adjusted       investments 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                  We 

include the amortization of fair value

                           -adjustments attributable to                 

adjustments as a non-GAAP adjustment to the

                           noncontrolling interests                     

adjusted operating income (loss) attributable

                                                                        to 

Enstar ordinary shareholders as it is a

non-cash charge that is not reflective of the

                                                                        impact of our claims management strategies on
Adjusted opening           Opening Enstar ordinary shareholders'        our loss 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 2 | Management's Discussion and Analysis | Non-GAAP Financial Measures



Adjusted total             Adjusted total investment return (dollars)      

Provides a key measure of the return generated on
investment return recognized in earnings for the applicable

         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), adjusted
investment return          for:                                             

We adjust our investment returns to eliminate the
($) (numerator)

            -net realized and unrealized (gains) losses      

impact of the change in fair value of fixed

                           on fixed maturity investments and funds          

maturity securities (both credit spreads and

                           held-directly managed                             interest rates), as we typically hold most of
Adjusted average           Total average investable assets, adjusted         these investments until the earlier of maturity
aggregate total            for:                                              or used to fund any settlement of related
investable assets          -net unrealized (gains) losses on fixed          

liabilities which are generally recorded at cost.
(denominator)

              maturities, AFS investments included within
                           AOCI
                           -net unrealized (gains) losses on fixed
                           maturities, trading instruments
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 provides

visibility into our ability to settle our claims

                                                                             obligations for amounts less than our initial
Adjusted prior             Prior period net incurred losses and LAE,         estimate at the point of acquiring the
period development         adjusted to:                                     

obligations.

(numerator)                Remove:
                           -Legacy Underwriting and Assumed Life            

In order to provide a complete and consistent

                           operations                                       

picture of our claims management performance, we

                           -the reduction/(increase) in provisions for      

combine:

                           unallocated LAE (ULAE)                           

•the reduction (increase) in estimates of prior

                           -amortization of fair value adjustments,         

period net ultimate losses relating to our

                           -change in fair value of insurance               

Run-off segment; with

                           contracts for which we have elected the          

•the amortization of deferred charge assets (as

                           fair value option (1),                           

the amortization will increase or decrease as a

                           and                                              

result of the periodic development in accordance

                           Add:                                             

with our accounting policies).

                           -the reduction/(increase) in estimates of
                           our defendant A&E ultimate net liabilities.      

Both adjustments are included in net incurred

losses and LAE.

We also include our performance in managing

claims on our defendant A&E liabilities, that do

not form part of loss reserves.

The remaining components of periodic recurring

net incurred losses and LAE and net loss reserves

are not considered key components of our claims

management performance for the following

reasons:

•The results of our Legacy Underwriting segment

have been economically transferred to a third

party primarily through use of reinsurance and a

Capacity Lease Agreement(2); as such, the results

                                                                             are not a relevant contribution to Adjusted RLE,
Adjusted net loss          Net losses and LAE, adjusted to:                  which is designed to analyze the impact of our
reserves                   Remove:                                           claims management strategies;
(denominator)              -Legacy Underwriting and Assumed Life net        

•The results of our Assumed Life segment relate

                           loss reserves                                    

only to our exposure to active property

                           -current period net loss reserves                

catastrophe business; as this business is not in

                           -the net ULAE provision                          

run-off, the results are not a relevant

                           -net fair value adjustments associated with      

contribution to Adjusted RLE;

                           the acquisition of companies,                    

•The change in fair value of insurance contracts

                           -the fair value adjustments for contracts        

for which we have elected the fair value

                           for which we have elected the fair value         

option(1) has been removed to support

                           option (1) and                                   

comparability between the two acquisition years

                           Add:                                             

for which we elected the fair value option in

                           -net nominal defendant asbestos and              

reserves assumed and the acquisition years for

                           environmental exposures.                         

which we did not make this election

(specifically, this election was only made in the

2017 and 2018 acquisition years and the election

of such option is irrevocable);

•The reduction/(increase) in provisions for ULAE

are not considered directly related to the

reserves and their exclusion provides alignment

with our insurance contract disclosures, which is

a key measure of our comparability between the

acquisition years over time; and

•The amortization of fair value adjustments are

non-cash charges that obscure our trends on a

consistent basis.

We use this measure to assess the performance of

our claim strategies and part of the performance

assessment of our past acquisitions.

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

(2) As described in Note 5 to our consolidated financial statements in our
Annual Report on Form 10-K for the year ended December 31, 2021.



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Item 2 | Management's 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*:

                                                    September 30, 2022                                               December 31, 2021
                                                                               Per Share                                                        Per Share
                                 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   $    3,550            17,018,571              $  208.60          $    5,586            17,657,944              $  

316.34

Non-GAAP adjustments:


Share-based compensation plans                           193,951                                                          315,205

Adjusted book value per
ordinary share*                 $    3,550            17,212,522              $  206.25          $    5,586            17,973,149              $  310.80


(1) Equity comprises Enstar ordinary shareholders' equity, which is calculated
as Enstar shareholders' equity less preferred shares ($510 million) prior to any
non-GAAP adjustments.

The tables below present a reconciliation of Annualized ROE to Annualized
Adjusted ROE*:

                                                                                                                 Three Months Ended
                                                                     September 30, 2022                                                                      September 30, 2021
                                         Net (loss)            Opening                                   Annualized              Net (loss)            Opening                               Annualized (Adj)
                                       earnings (1)          equity (1)          (Adj) ROE               (Adj) ROE             earnings (1)          equity (1)          (Adj) ROE                 ROE
                                                                                                           (in millions of U.S. dollars)
Net loss/Opening
equity/ROE/Annualized ROE (1)         $       (444)         $   4,183                (10.6) %                  (42.5) %       $       (196)         $   6,677                 (2.9) %                 (11.7) %
Non-GAAP adjustments:
Remove:
Net realized and unrealized losses
(gains) on fixed maturity investments
and funds held - directly managed /
Net unrealized losses (gains) on
fixed maturity investments and funds
held - directly managed (2)                    418              1,245                                                                   87              

(339)

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)              (82)              (239)                                                                 (10)             

(91)


Amortization of fair value
adjustments / Fair value adjustments             4                (99)                                                                   5              

(120)

Net gain on purchase and sales of
subsidiaries                                     -                  -                                                                  (47)             

-


Tax effects of adjustments (4)                  (2)                 -                                                                   (5)                 -
Adjustments attributable to
noncontrolling interests (5)                   (42)                 -                                                                   (8)                 -
Adjusted operating loss/Adjusted
opening equity/Adjusted
ROE/Annualized adjusted ROE*          $       (148)         $   5,090                 (2.9) %                  (11.6) %       $       (174)         $   6,127                 (2.8) %                 (11.4) %


(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), prior to any
non-GAAP adjustments.

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

(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 interests associated with the specific
subsidiaries to which the adjustments relate.

*Non-GAAP measure.


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     Item 2 | Management's Discussion and Analysis | Non-GAAP Financial Measures



                                                                                                                   Nine Months Ended
                                                                     September 30, 2022                                                                        September 30, 2021
                                        Net (loss)             Opening                                   Annualized                Net (loss)              Opening                               Annualized (Adj)
                                       earnings (1)          equity (1)          (Adj) ROE               (Adj) ROE               earnings (1)            equity (1)          (Adj) ROE                 ROE
                                                                                                             (in millions of U.S. dollars)
Net (loss) earnings/Opening
equity/ROE/Annualized ROE (1)        $      (1,219)         $   5,586                (21.8) %                  (29.1) %       $            365          $   6,164                  5.9  %                   7.9  %

Non-GAAP adjustments:


Net realized and unrealized losses
on fixed maturity investments and
funds held - directly managed / Net
unrealized gains on fixed maturity
investments and funds held -
directly managed (2)                         1,161                (89)                                                                     183          

(560)

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)                                           (228)              (107)                                                                     (68)               (33)

Amortization of fair value
adjustments / Fair value adjustments            11               (106)                                                                      13          

(128)

Net gain on purchase and sales of
subsidiaries                                     -                  -                                                                      (62)         

-


Tax effects of adjustments (4)                  (6)                 -                                                                      (18)                 -
Adjustments attributable to
noncontrolling interests (5)                   (90)                 -                                                                        4                  -

Adjusted operating (loss)
income/Adjusted opening
equity/Adjusted ROE/Annualized
adjusted ROE*                        $        (371)         $   5,284                 (7.0) %                   (9.4) %       $            417          $   5,443                  7.7  %                  10.2  %


(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), prior to any
non-GAAP adjustments.

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

(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 interests associated with the specific
subsidiaries to which the adjustments relate.

*Non-GAAP measure.



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Item 2 | Management's Discussion and Analysis | Non-GAAP Financial Measures

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

                                                    Three Months
                                                        Ended                                               As of                                Three Months Ended
                                                    September 30,                   September 30,                           September 30,
                                                        2022                            2022            June 30, 2022            2022            September 30, 2022
                                                                                      Net loss            Net loss           Average net
                                                         PPD                          reserves            reserves          loss reserves         Annualized RLE %
                                                                      (in millions of U.S. dollars)
PPD/net loss reserves/Annualized RLE                $      109                      $   11,564          $   12,238          $    11,901                      3.7  %
Non-GAAP Adjustments:
Assumed Life                                                 -                            (139)               (147)                (143)
Legacy Underwriting                                         (2)                           (136)               (140)                (138)
Net loss reserves - current period                           -                             (36)                (26)                 (31)

Reduction in provisions for ULAE / Net ULAE
provisions                                                 (15)                           (480)               (504)                (492)

Amortization of fair value adjustments / Net
fair value adjustments associated with the
acquisition of companies                                     4                              95                  99                   97
Changes in fair value - fair value option /
Net fair value adjustments for contracts for
which we have elected the fair value option
(1)                                                        (82)                            305                 239                  272
Change in estimate of net ultimate
liabilities - defendant A&E / Net nominal
defendant A&E liabilities                                    -                             571                 574                  573
Adjusted PPD/Adjusted net loss
reserves/Annualized Adjusted RLE*                   $       14                      $   11,744          $   12,333          $    12,039                 

0.5 %

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

*Non-GAAP measure.

                                                     Three Months
                                                         Ended                                                As of                                Three Months Ended
                                                     September 30,                    September 30,                           September 30,
                                                         2021                             2021            June 30, 2021            2021            September 30, 2021
                                                                                        Net loss            Net loss           Average net
                                                          PPD                           reserves            reserves          loss reserves         Annualized RLE %
                                                                       (in millions of U.S. dollars)
PPD/net loss reserves/Annualized RLE                $         69                      $   11,963          $   10,835          $    11,399                      2.4  %
Non-GAAP Adjustments:
Assumed Life                                                   -                            (177)                  -                  (89)
Legacy Underwriting                                           (2)                           (147)               (156)                (152)
Net loss reserves - current period                             -                            (130)                (91)                (111)
Reduction in provisions for ULAE / Net ULAE
provisions                                                   (14)                           (432)               (410)                (421)

Amortization of fair value adjustments / Net
fair value adjustments associated with the
acquisition of companies                                       5                             109                 120                  115
Changes in fair value - fair value option /
Net fair value adjustments for contracts for
which we have elected the fair value option
(1)                                                          (10)                            100                  91                   96
Change in estimate of net ultimate
liabilities - defendant A&E / Net nominal
defendant A&E liabilities                                      5                             601                 584                  593
Adjusted PPD/Adjusted net loss
reserves/Annualized Adjusted RLE*                   $         53                      $   11,887          $   10,973          $    11,430               

1.9 %

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

*Non-GAAP measure.


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     Item 2 | Management's Discussion and Analysis | Non-GAAP Financial Measures



                                                     Nine Months
                                                        Ended                                               As of                                Nine Months Ended
                                                    September 30,                   September 30,       December 31,        September 30,
                                                        2022                            2022                2021                 2022            September 30, 2022
                                                                                      Net loss            Net loss           Average net
                                                         PPD                          reserves            reserves          loss reserves         Annualized RLE %
                                                                      (in millions of U.S. dollars)
PPD/net loss reserves/Annualized RLE                $      331                      $   11,564          $   11,555          $    11,560                      3.8  %
Non-GAAP Adjustments:
Assumed Life                                               (29)                           (139)               (181)                (160)
Legacy Underwriting                                          3                            (136)               (153)                (145)
Net loss reserves - current period                           -                             (36)                  -                  (18)

Reduction in provisions for ULAE / Net ULAE
provisions                                                 (50)                           (480)               (416)                (448)

Amortization of fair value adjustments / Net
fair value adjustments associated with the
acquisition of companies                                    11                              95                 106                  101
Changes in fair value - fair value option /
Net fair value adjustments for contracts for
which we have elected the fair value option
(1)                                                       (228)                            305                 107                  206
Change in estimate of net ultimate
liabilities - defendant A&E / Net nominal
defendant A&E liabilities                                    4                             571                 574                  572
Adjusted PPD/Adjusted net loss
reserves/Annualized Adjusted RLE*                   $       42                      $   11,744          $   11,592          $    11,668                 

0.5 %

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

*Non-GAAP measure.

                                                     Nine Months
                                                        Ended                                               As of                               Nine Months Ended
                                                    September 30,                   September 30,       December 31,       September 30,
                                                        2021                            2021                2020                2021            September 30, 2021
                                                                                      Net loss            Net loss          Average net
                                                         PPD                          reserves            reserves         loss reserves         Annualized RLE %
                                                                     (in millions of U.S. dollars)
PPD/net loss reserves/Annualized RLE                $      189                      $   11,963          $   8,544          $    10,254                      2.5  %
Non-GAAP Adjustments:
Assumed Life                                                 -                            (177)                 -                  (89)
Legacy Underwriting                                         (4)                           (147)              (955)                (552)
Net loss reserves - current period                           -                            (130)                 -                  (65)
Reduction in provisions for ULAE / Net ULAE
provisions                                                 (46)                           (432)              (334)                (383)

Amortization of fair value adjustments / Net
fair value adjustments associated with the
acquisition of companies                                    13                             109                128                  119
Changes in fair value - fair value option /
Net fair value adjustments for contracts for
which we have elected the fair value option
(1)                                                        (68)                            100                 33                   67
Change in estimate of net ultimate
liabilities - defendant A&E / Net nominal
defendant A&E liabilities                                   19                             601                615                  608
Adjusted PPD/Adjusted net loss
reserves/Annualized Adjusted RLE*                   $      103                      $   11,887          $   8,031          $     9,959                  

1.4 %

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

*Non-GAAP measure.


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Item 2 | Management's Discussion and Analysis | Non-GAAP Financial Measures

The tables below present a reconciliation of our Annualized TIR to our
Annualized Adjusted TIR*:


                                                                                          Three Months Ended
                                                         September 30, 2022                                                September 30, 2021
                                      Fixed Income          Other Investments           Total           Fixed Income          Other Investments           Total
                                                                                     (in millions of U.S. dollars)
Net investment income                $         94          $             22          $    116          $         81          $             12          $     93
Net realized (losses) gains                   (23)                      (13)              (36)                    6                         -       

6

Net unrealized (losses) gains                (395)                     (151)             (546)                  (93)                     (187)     

(280)

(Losses) from equity method
investments                                     -                       (20)              (20)                    -                       (14)              (14)
TIR ($)                              $       (324)         $           (162)         $   (486)         $         (6)         $           (189)         $   (195)

Non-GAAP adjustment:
Net realized and unrealized losses
(gains) on fixed maturity
investments and funds held-directly
managed                                       418                         -               418                    87                         -                87
Adjusted TIR ($)*                    $         94          $           (162)         $    (68)         $         81          $           (189)         $   (108)

Total investments                    $      9,356          $          4,870          $ 14,226          $     12,453          $          4,509          $ 16,962
Cash and cash equivalents, including
restricted cash and cash equivalents        1,357                         -             1,357                 2,035                         -           

2,035

Funds held by reinsured companies           3,727                         -             3,727                 2,410                         -           

2,410

Net variable interest entity assets             -                         -                 -                   178                       270               448
Total investable assets              $     14,440          $          4,870          $ 19,310          $     17,076          $          4,779          $ 21,855

Average aggregate invested assets,
at fair value (1)                          15,002                     5,138            20,140                16,435                     5,454            21,889
Annualized TIR % (2)                         (8.6) %                  (12.6) %           (9.7) %               (0.1) %                  (13.9) %           (3.6) %
Non-GAAP adjustment:
Net unrealized losses (gains) on
fixed maturities, AFS investments
included within AOCI and net
unrealized losses (gains) on fixed
maturities, trading instruments             1,928                         -             1,928                  (326)                        -              (326)
Adjusted investable assets*          $     16,368          $          4,870          $ 21,238          $     16,750          $          4,779          $ 21,529

Adjusted average aggregate invested
assets, at fair value* (3)           $     16,590          $          5,138 

$ 21,728 $ 16,158 $ 5,452 $ 21,610
Annualized adjusted TIR %* (4)

                2.3  %                  (12.6) %           (1.3) %                2.0  %                  (13.9) %  

(2.0) %

(1) This amount is a two 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) Annualized TIR % is calculated by dividing the annualized TIR ($) by average
aggregate invested assets, at fair value.

(3) This amount is a two period average of the adjusted investable assets*, as
presented above.

(4) Annualized adjusted TIR %* is calculated by dividing the annualized adjusted
TIR* ($) by adjusted average aggregate invested assets, at fair value*.

*Non-GAAP measure.


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     Item 2 | Management's Discussion and Analysis | Non-GAAP Financial Measures



                                                                                           Nine Months Ended
                                                         September 30, 2022                                                September 30, 2021
                                      Fixed Income          Other Investments           Total           Fixed Income          Other Investments           Total
                                                                                     (in millions of U.S. dollars)
Net investment income                $        239          $             63          $    302          $        190          $             41          $    231
Net realized (losses) gains                   (88)                      (23)             (111)                   (1)                        2       

1

Net unrealized (losses) gains              (1,073)                     (445)           (1,518)                 (182)                      292      

110

Earnings from equity method
investments                                     -                        12                12                     -                       101               101
TIR ($)                              $       (922)         $           (393)         $ (1,315)         $          7          $            436          $    443

Non-GAAP adjustment:
Net realized and unrealized losses
on fixed maturity investments and
funds held-directly managed                 1,161                         -             1,161                   183                         -               183
Adjusted TIR ($)*                    $        239          $           (393)         $   (154)         $        190          $            436          $    626

Total investments                    $      9,356          $          4,870          $ 14,226          $     12,453          $          4,509          $ 16,962
Cash and cash equivalents, including
restricted cash and cash equivalents        1,357                         -             1,357                 2,035                         -           

2,035

Funds held by reinsured companies           3,727                         -             3,727                 2,410                         -           

2,410

Net variable interest entity assets             -                         -                 -                   178                       270               448
Total investable assets              $     14,440          $          4,870          $ 19,310          $     17,076          $          4,779          $ 21,855

Average aggregate invested assets,
at fair value (1)                          14,960                     5,232            20,192                14,887                     5,850            20,737
Annualized TIR % (2)                         (8.2) %                  (10.0) %           (8.7) %                0.1  %                    9.9  %            2.8  %
Non-GAAP adjustment:
Net unrealized losses (gains) on
fixed maturities, AFS investments
included within AOCI and net
unrealized losses (gains) on fixed
maturities, trading instruments             1,928                         -             1,928                  (326)                        -              (326)
Adjusted investable assets*          $     16,368          $          4,870          $ 21,238          $     16,750          $          4,779          $ 21,529

Adjusted average aggregate invested
assets, at fair value* (3)           $     15,861          $          5,232 

$ 21,093 $ 14,561 $ 5,850 $ 20,411
Annualized adjusted TIR %* (4)

                2.0  %                  (10.0) %           (1.0) %                1.7  %                    9.9  %  

4.1 %

(1) This amount is a four 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) Annualized TIR % is calculated by dividing the annualized TIR ($) by average
aggregate invested assets, at fair value.

(3) This amount is a four period average of the adjusted investable assets*, as
presented above.

(4) Annualized adjusted TIR %* is calculated by dividing the annualized adjusted
TIR* ($) by adjusted average aggregate invested assets, at fair value*.

*Non-GAAP measure.


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Item 2 | Management's Discussion and Analysis | Other Financial Measures




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 tables provide the calculation of our Annualized TIR by segment:

                                                                                                  Three Months Ended
                                                                September 30, 2022                                                   September 30, 2021
                                           Investments           Legacy Underwriting            Total           Investments           Legacy Underwriting            Total
                                                                                             (in millions of U.S. dollars)
Net investment income:
Fixed income securities                   $        94          $               2             $     96          $        70          $               1             $     71
Cash and restricted cash                            2                          -                    2                   (1)                         -                   (1)
Other investments, including equities              22                          -                   22                   12                          -                   12
Less: Investment expenses                          (4)                         -                   (4)                  11                          -                   11
Net investment income                     $       114          $               2             $    116          $        92          $               1             $     93
Net realized losses:
Fixed income securities                   $       (23)         $               -             $    (23)         $         5          $               1             $      6
Other investments, including equities             (13)                         -                  (13)                   -                          -                    -
Net realized losses                       $       (36)         $               -             $    (36)         $         5          $               1             $      6
Net unrealized losses:
Fixed income securities, trading                 (391)                        (4)                (395)                 (91)                        (2)                 (93)
Other investments, including equities            (151)                         -                 (151)                (187)                         -                 (187)
Net unrealized losses                     $      (542)         $              (4)            $   (546)         $      (278)         $              (2)            $   (280)
Earnings (losses) from equity method
investments                                       (20)                         -                  (20)                 (14)                         -                  (14)
TIR ($)                                   $      (484)         $              (2)            $   (486)         $      (195)         $               -             $   (195)

Fixed maturity and short-term
investments, trading and AFS and funds
held - directly managed                   $     9,155          $             155             $  9,310          $    12,045          $             188             $ 12,233
Other assets included within funds held -
directly managed                                   46                          -                   46                  220                          -                  220
Equities                                        1,199                          -                1,199                1,952                          -                1,952
Other investments                               3,191                         12                3,203                2,038                         14                2,052
Equity method investments                         468                          -                  468                  505                          -                  505
Total investments                         $    14,059          $             167             $ 14,226          $    16,760          $             202             $ 16,962
Cash and cash equivalents, including
restricted cash and cash equivalents            1,340                         17                1,357                2,005                         30                2,035
Funds held by reinsured companies               3,704                         23                3,727                2,373                         37                2,410
Net variable interest entity assets                 -                          -                    -                  448                          -                  448
Total investable assets                   $    19,103          $             207             $ 19,310          $    21,586          $             269             $ 21,855

Average aggregate invested assets, at
fair value (1)                            $    19,931          $             209             $ 20,140          $    21,642          $             247             $ 21,889
Annualized TIR % (2)                             (9.7) %                    (3.8)    %           (9.7) %              (3.6) %                       -     %           (3.6) %

Annualized income from fixed income
assets (3)                                        384                          8                  392                  276                          4                  280
Average aggregate fixed income assets, at
cost (3)(4)                                    16,666                        210               16,876               15,943                        231               16,174
Annualized Investment book yield (5)             2.30  %                    3.81     %           2.32  %              1.73  %                    1.73     %           1.73  %


(1) This amount is a two 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) Annualized total investment return % is calculated by dividing the
annualized 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 a two period average of the amounts disclosed in our
quarterly and annual U.S. GAAP consolidated financial statements.


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

                Enstar Group Limited | Third Quarter 2022 | Form 10-Q         36

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        Item 2 | Management's Discussion and Analysis | Other Financial Measures



                                                                                                   Nine Months Ended
                                                                September 30, 2022                                                   September 30, 2021
                                           Investments           Legacy Underwriting            Total           Investments           Legacy Underwriting            Total
                                                                                             (in millions of U.S. dollars)
Net investment income:
Fixed income securities                   $       247          $               7             $    254          $       208          $               2             $    210
Cash and restricted cash                            3                          1                    4                   (1)                         -                   (1)
Other investments, including equities              63                          -                   63                   41                          -                   41
Less: Investment expenses                         (19)                         -                  (19)                 (19)                         -                  (19)
Net investment income                     $       294          $               8             $    302          $       229          $               2             $    231
Net realized losses:
Fixed income securities                   $       (88)         $               -             $    (88)         $        (1)         $               -             $     (1)
Other investments, including equities             (23)                         -                  (23)                   2                          -                    2
Net realized losses                       $      (111)         $               -             $   (111)         $         1          $               -             $      1
Net unrealized losses:
Fixed income securities, trading               (1,061)                       (12)              (1,073)                (180)                        (2)                (182)
Other investments, including equities            (445)                         -                 (445)                 292                          -                  292
Net unrealized losses                     $    (1,506)         $             (12)            $ (1,518)         $       112          $              (2)            $    110
Earnings from equity method investments            12                          -                   12                  101                          -                  101
TIR ($)                                   $    (1,311)         $              (4)            $ (1,315)         $       443          $               -             $    443

Fixed maturity and short-term
investments, trading and AFS and funds
held - directly managed                   $     9,155          $             155             $  9,310          $    12,045          $             188             $ 12,233
Other assets included within funds held -
directly managed                                   46                          -                   46                  220                          -                  220
Equities                                        1,199                          -                1,199                1,952                          -                1,952
Other investments                               3,191                         12                3,203                2,038                         14                2,052
Equity method investments                         468                          -                  468                  505                          -                  505
Total investments                         $    14,059          $             167             $ 14,226          $    16,760          $             202             $ 16,962
Cash and cash equivalents, including
restricted cash and cash equivalents            1,340                         17                1,357                2,005                         30                2,035
Funds held by reinsured companies               3,704                         23                3,727                2,373                         37                2,410
Net variable interest entity assets                 -                          -                    -                  448                          -                  448
Total investable assets                   $    19,103          $             207             $ 19,310          $    21,586          $             269             $ 21,855

Average aggregate invested assets, at
fair value (1)                            $    19,972          $             220             $ 20,192          $    20,493          $             244             $ 20,737
Annualized TIR % (2)                             (8.8) %                    (2.4)    %           (8.7) %               2.9  %                       -     %            2.8  %

Annualized income from fixed income
assets (3)                                        333                         11                  344                  276                          3                  279
Average aggregate fixed income assets, at
cost (3)(4)                                    15,758                        215               15,973               14,324                        228               14,552
Annualized Investment book yield (5)             2.11  %                    5.12     %           2.15  %              1.92  %                    1.31     %           1.91  %


(1) This amount is a four 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) Annualized total investment return % is calculated by dividing the
annualized 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 a four period average of the amounts disclosed in our
quarterly and annual U.S. GAAP consolidated financial statements.


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

                Enstar Group Limited | Third Quarter 2022 | Form 10-Q         37

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Item 2 | Management's Discussion and Analysis | Results of Operations by Segment

Results of Operations by Segment - For the Three and Nine Months Ended September
30, 2022
and 2021




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,
include income and expense items that are not directly attributable to our
reportable segments.

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

Run-off Segment




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

                                                Three Months Ended                                             Nine Months Ended
                                                  September 30,                                                  September 30,
                                               2022              2021           $ Change          2022                 2021                    $ Change
INCOME                                                                    (in millions of U.S. dollars)
Net premiums earned                        $        1          $  39          $     (38)                 $      27            $ 154          $    (127)
Other income:
Reduction in estimates of net ultimate
defendant A&E liabilities - prior periods           -              5                 (5)                         4               19                (15)
Reduction in estimated future defendant
A&E expenses                                        -              1                 (1)                         1                4                 (3)
All other income                                    2              6                 (4)                        14               25                (11)
Total other income                                  2             12                (10)                        19               48                (29)
Total income                                        3             51                (48)                        46              202               (156)

EXPENSES
Net incurred losses and LAE:
Current period                                     10             35                (25)                        35              121                (86)
Prior periods:
Reduction in estimates of net ultimate
losses                                            (46)           (72)                26                       (183)            (139)               (44)
Reduction in provisions for ULAE                  (15)           (14)                (1)                       (49)             (45)                (4)
Total prior periods                               (61)           (86)                25                       (232)            (184)               (48)
Total net incurred losses and LAE                 (51)           (51)                 -                       (197)             (63)              (134)
Acquisition costs                                   1              8                 (7)                        18               37                (19)
General and administrative expenses                34             47                (13)                       109              139                (30)
Total expenses                                    (16)             4                (20)                       (70)             113               (183)

SEGMENT NET EARNINGS                       $       19          $  47          $     (28)                 $     116            $  89          $      27



Overall Results

Three Months Ended September 30, 2022 versus 2021: Net earnings from our Run-off
segment decreased by $28 million, primarily due to:

•A $25 million decrease in favorable PPD, driven by a $26 million decrease in
the reduction in estimates of net ultimate losses.

•Results for the three months ended September 30, 2022 were driven by
$54 million of favorable development on our workers' compensation line of
business as a result of favorable claim settlements, most notably in the 2018
and 2019 acquisition years, and $28 million of favorable development on our
marine, aviation and transit line of business as a result of lower claim
activity, relating to the 2014, 2018 and 2019 acquisition years; partially
offset by


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Item 2 | Management's Discussion and Analysis | Results of Operations by Segment
                                                               | Run-off Segment



•Adverse development in the 2018, 2020 and 2021 acquisition years on our general
casualty and motor lines of business of $21 million and $19 million,
respectively, primarily due to worse than expected claims experience and adverse
development on claims.

•Results for the three months ended September 30, 2021 were primarily driven by
favorable development on our workers' compensation, property, construction
defect and marine, aviation and transit lines as a result of better than
expected claims experience and favorable results from actuarial reviews.


•A reduction in other income of $10 million, primarily driven by lower favorable
prior period development related to our defendant A&E liabilities in comparison
to the prior period; 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; partially offset
by

•A decrease in general and administrative expenses of $13 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.

Nine Months Ended September 30, 2022 versus 2021: Net earnings from our Run-off
segment increased by $27 million, primarily due to:

•A $48 million increase in favorable PPD, driven by a $44 million increase in
the reduction in estimates of net ultimate losses.


•Results for the nine months ended September 30, 2022 were driven by favorable
development of $104 million on our workers' compensation line of business as a
result of favorable claim settlements, most notably in the 2018 and 2021
acquisition years. We also had favorable development of $85 million on our
professional indemnity/directors and officers line of business relating to the
2018 and 2021 acquisition years and favorable development of $38 million on our
marine, aviation and transit lines of business relating to the 2014, 2018 and
2019 acquisition years as a result of lower claims activity; partially offset by

•Adverse development on our general casualty and motor lines of business of
$31 million and $20 million, respectively, most notably impacting the 2018, 2020
and 2021 acquisition years, as a result of worse than expected claims experience
and adverse development on claims.

•Results for the nine months ended September 30, 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.


•A decrease in general and administrative expenses of $30 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 $29 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.

                Enstar Group Limited | Third Quarter 2022 | Form 10-Q       

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Item 2 | Management's Discussion and Analysis | Results of Operations by Segment
                                                          | Assumed Life 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. We now own
75.1% of this company and have consolidated it as of September 1, 2021.

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. As the transactions relate to our
Assumed Life segment and our Enhanzed Re reinsurance business, we have:

•Commuted the catastrophe reinsurance business with Allianz, which was completed
in the third quarter; and

•Entered into an agreement to novate our reinsurance closed block of life
annuity policies to Monument Re, which is expected to close on or about November
7, 2022
.


We report the Enhanzed Re component results of this segment on a one quarter lag
and expect to record the results of the commutation of the catastrophe business
in the fourth quarter of 2022 and the novation of the life business in the first
quarter of 2023, respectively.

Given our planned rationalization of the Enhanzed Re reinsurance business, we
have renamed the segment from Enhanzed Re to Assumed Life effective this
quarterly reporting period. 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.

                                                        Three Months Ended           Nine Months Ended
                                                                      September 30, 2022

INCOME                                                           (in millions of U.S. dollars)
Net premiums earned                                   $                 2          $                17

Total income                                                            2                           17

EXPENSES

Net incurred losses and LAE:


Prior periods:
Reduction in estimates of net ultimate losses                           -                          (29)

Total prior periods                                                     -                          (29)
Total net incurred losses and LAE                                       -                          (29)
Policyholder benefit expenses                                           7                           25

General and administrative expenses                                     2                            6
Total expenses                                                          9                            2

SEGMENT NET (LOSS) EARNINGS                           $                (7)         $                15



Overall Results

Three Months Ended September 30, 2022: Net loss from our Assumed Life segment
was primarily driven by policyholder benefit expenses.

Nine Months Ended September 30, 2022: Net earnings from our Assumed Life segment
was primarily driven by:

•Favorable PPD of $29 million, primarily due to favorable claim activity on
catastrophe business; partially offset by


•Policyholder benefit expenses that were only partially offset by net premiums
earned on the life reinsurance business and in-force catastrophe reinsurance
treaties.

                Enstar Group Limited | Third Quarter 2022 | Form 10-Q         40

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Item 2 | Management's Discussion and Analysis | Results of Operations by Segment
                                                           | Investments Segment



Investments Segment



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

                                        Three Months Ended                                                    Nine Months Ended
                                          September 30,                                                         September 30,
                                       2022                2021            $ Change             2022                   2021                    $ Change
                                                                     (in millions of U.S. dollars)
INCOME
Net investment income:
Fixed income securities         $       94               $   70          $      24                    $        247            $  208          $     39
Cash and restricted cash                 2                   (1)                 3                               3                (1)                4
Other investments, including
equities                                22                   12                 10                              63                41                22
Less: Investment expenses               (4)                  11                (15)                            (19)              (19)                -
Total net investment income            114                   92                 22                             294               229                65
Net realized (losses) gains:
Fixed income securities                (23)                   5                (28)                            (88)               (1)              (87)
Other investments, including
equities                               (13)                   -                (13)                            (23)                2               (25)
Net realized (losses) gains:           (36)                   5                (41)                           (111)                1              (112)
Net unrealized (losses) gains:
Fixed income securities               (391)                 (91)              (300)                         (1,061)             (180)             (881)
Other investments, including
equities                              (151)                (187)                36                            (445)              292              (737)
Total net unrealized (losses)
gains:                                (542)                (278)              (264)                         (1,506)              112            (1,618)
Total income                          (464)                (181)              (283)                         (1,323)              342            (1,665)

EXPENSES
General and administrative
expenses                                 9                    8                  1                              28                24                 4
Total expenses                           9                    8                  1                              28                24                 4

Earnings (losses) from equity
method investments                     (20)                 (14)                (6)                             12               101               (89)

SEGMENT NET (LOSS) EARNINGS     $     (493)              $ (203)         $    (290)                   $     (1,339)           $  419          $ (1,758)



Overall Results

Three and Nine Months Ended September 30, 2022 versus 2021: Net loss from our
Investments segment was $493 million and $1.3 billion for the three and nine
months ended September 30, 2022, respectively, compared to net losses of $203
million and net earnings of $419 million for the three and nine months ended
September 30, 2021, respectively. The unfavorable movements of $290 million and
$1.8 billion, respectively, were primarily due to:

•An increase in net realized and unrealized losses on our fixed income
securities of $328 million and $968 million, respectively, driven by rising
interest rates and widening credit spreads;


•Net realized and unrealized losses on our other investments, including
equities, of $164 million and $468 million, respectively, in comparison to net
losses of $187 million and net gains of $294 million, respectively, in the
comparative periods, 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

•An $89 million decrease in earnings from equity method investments for the nine
months ended September 30, 2022, largely due to our acquisition of the
controlling interest in Enhanzed Re, effective September 1, 2021 (consolidated
net loss from Enhanzed Re was $231 million for the nine months ended September
30, 2022). Prior to that date, the results of Enhanzed Re were recorded in
earnings from equity method investments within the Investments segment;
partially offset by:

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Item 2 | Management's Discussion and Analysis | Results of Operations by Segment
                                                           | Investments Segment



•Increases in our net investment income of $22 million and $65 million,
respectively, which is primarily due to an increase in our average aggregate
fixed income assets due to new business during the past year, in addition to the
investment of new premium and reinvestment of fixed maturities at higher yields
and the impact of rising interest rates on the $2.7 billion of our fixed
maturity investments that are subject to floating interest rates. Our floating
rate investments generated increased net investment income of $16 million and
$39 million, respectively, which equates to an increase of 257 and 165 basis
points, respectively, on those investments in comparison to the prior period.

Total investment losses on the fixed income securities that support our Enhanzed
Re life reinsurance business for the three and nine months ended September 30,
2022 were $141 million and $269 million, respectively.

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:

                                                                              September 30, 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      $     540             5.9  %                                                                    5.7                          AAA                 $       -                     -  %           n/a                      n/a                 $     540               5.9  %
U.K. government                      95             1.0  %                                                                    8.7                          AA-                         -                     -  %           n/a                      n/a                        95               1.0  %
Other government                    297             3.2  %                                                                    5.5                          AA-                       154                   1.7  %           10.7                    BBB+                       451               4.9  %
Corporate                         4,797            52.5  %                                                                    5.4                         BBB+                       214                   2.3  %           7.0                     BBB+                     5,011              54.8  %
Municipal                           202             2.2  %                                                                    8.1                          AA-                         -                     -  %           n/a                      n/a                       202               2.2  %
Residential mortgage-backed         480             5.2  %                                                                    4.7                          AA+                         -                     -  %           n/a                      n/a                       480               5.2  %
Commercial mortgage-backed          911            10.0  %                                                                    2.5                          AA                          -                     -  %           n/a                      n/a                       911              10.0  %
Asset-backed                        759             8.3  %                                                                    0.5                          A+                          -                     -  %           n/a                      n/a                       759               8.3  %
Structured products                   -               -  %                                                                    n/a                          n/a                       706                   7.7  %           10.0                      A                        706               7.7  %
                              $   8,081            88.3  %                                                                    4.7                           A                  $   1,074                  11.7  %           9.5                      A-                  $   9,155             100.0  %

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

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

                                                                                                                             December 31, 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  %


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Item 2 | Management's Discussion and Analysis | Results of Operations by Segment
                                                           | Investments Segment


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

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


The overall decrease in the balance of our fixed income securities of $2.9
billion for the nine months ended September 30, 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.

The change in the corporate average credit rating for the Run-off portfolio from
A- as of December 31, 2021 to BBB+ as of September 30, 2022 was driven by the
redeployment of a portion of the InRe Fund redemptions to higher-yielding fixed
income securities in the period.

Other investments, including equities


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

                                              September 30, 2022                                                               December 31, 2021

                                           (in millions of U.S. dollars)
Equities
Publicly traded equities               $                          360                                                         $              281
Exchange-traded funds                                             475                                                                      1,342
Privately held equities                                           364                                                                        372
Total                                                           1,199                                                                      1,995

Other investments
Hedge funds                                                       476                                                                        291
Fixed income funds                                                583                                                                        559
Equity funds                                                        3                                                                          5
Private equity funds                                            1,247                                                                        752
CLO equities                                                      144                                                                        161
CLO equity funds                                                  208                                                                        207
Private credit funds                                              345                                                                        275
Real estate debt fund                                             185                                                                         69

Total                                  $                        3,191                                                         $            2,319


Our equities decreased by $796 million and other investments increased by $872
million from December 31, 2021 to September 30, 2022, 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 the recognition of net unrealized
losses during the period.

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:

                                                                         Three Months          Nine Months                                                              Three Months         Nine Months
                                                                             Ended                Ended                                                                    Ended                Ended
                                 September 30, 2022                             September 30, 2022                              December 31, 2021                             September 30, 2021
                                                                            Earnings from equity method                                                                  Earnings (losses) from Equity
                        Ownership %              Carrying Value                     investments                       Ownership %              Carrying Value                 Method Investments
                                                                                      (in millions of U.S. dollars)
Enhanzed Re                         -  %       $             -          $          -          $        -                          -  %       $             -          $         (22)         $      82
Citco (1)                        31.9  %                    58                     -                   2                       31.9  %                    56                      1                  2
Monument Re (2)                  20.0  %                   174                   (16)                 15                       20.0  %                   194                      2                 19

Core Specialty                   19.9  %                   220                    (4)                 (5)                      24.7  %                   225                      5                 (2)
Other                            27.0  %                    16                     -                   -                       27.0  %                    18                      -                  -
                                               $           468          $        (20)         $       12                                     $           493          $         (14)         $     101

(1) We own 31.9% of the common shares in HH CITCO 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.


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Item 2 | Management's Discussion and Analysis | Results of Operations by Segment
                                                           | Investments Segment



The carrying value of our equity method investments decreased from December 31,
2021 as a result of recognizing unfavorable cumulative translation adjustments
of $30 million due to the strengthening of the US dollar against the Euro, which
was primarily driven by our investment in Monument Re whose reporting currency
is the Euro. This was partially offset by the recognition of $12 million in
earnings from equity method investments for the nine months ended September 30,
2022.

Overall, the earnings from equity method investments decreased for the nine
months ended September 30, 2022 in comparison to the comparative period largely
due to our acquisition of the controlling interest in Enhanzed Re, effective
September 1, 2021 (consolidated net loss from Enhanzed Re was $231 million for
the nine months ended September 30, 2022).

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Item 2 | Management's Discussion and Analysis | Results of Operations by Segment
                                                   | Legacy Underwriting Segment



Legacy Underwriting Segment


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

                                      Three Months Ended                                                 Nine Months Ended
                                         September 30,                                                     September 30,
                                     2022              2021            $ Change             2022                2021                      $ Change
INCOME                                                            (in millions of U.S. dollars)
Net premiums earned              $       1          $    13          $     (12)                   $       8            $    50          $     (42)
Net investment income                    2                1                  1                            8                  2                  6
Net realized losses                      -                1                 (1)                           -                  -                  -
Net unrealized losses                   (4)              (2)                (2)                         (12)                (2)               (10)
Other income (expense)                   1               (2)                 3                            4                (11)                15
Total income                             -               11                (11)                           8                 39                (31)

EXPENSES
Net incurred losses and LAE:
Current period                           3                7                 (4)                           4                 25                (21)
Prior periods                           (2)              (2)                 -                            2                 (5)                 7
Total net incurred losses and
LAE                                      1                5                 (4)                           6                 20                (14)
Acquisition costs                       (1)               3                 (4)                           2                 13                (11)
General and administrative
expenses                                 -                3                 (3)                           -                  6                 (6)
Total expenses                           -               11                (11)                           8                 39                (31)

SEGMENT NET (LOSS) EARNINGS $ - $ - $

 -                    $       -            $     -          $       -


Overall Results

Three and Nine Months Ended September 30, 2022 versus 2021:


The Legacy Underwriting segment results comprise SGL No.1 Limited's ("SGL No.1")
25% gross share of the 2020 and prior underwriting years of Atrium Underwriting
Group Limited's (collectively, "Atrium") syndicate 609 at Lloyd's, less the
impact of reinsurance agreements with Arden Reinsurance Company Ltd. ("Arden")
and a Syndicate 609 Capacity Lease Agreement with Atrium 5 Limited.

Consequently, as of January 1, 2021, SGL No.1 settles its share of the 2020 and
prior underwriting years for the economic benefit of Atrium, and there is no net
retention by Enstar.


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Item 2 | Management's Discussion and Analysis | Results of Operations by Segment
                                                           | Corporate and other



Corporate and other


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

                                     Three Months Ended                                                 Nine Months Ended
                                        September 30,                                                     September 30,
                                    2022             2021           $ Change             2022                     2021                     $ Change

INCOME                                                             (in millions of U.S. dollars)
Other income (expense):

Amortization of fair value
adjustments (1)                  $     (1)         $    1          $     (2)                   $      (6)                $   (9)         $       3
All other (expense) income             (6)              -                (6)                          16                     (1)                17
Total other (expense) income           (7)              1                (8)                          10                    (10)                20
Net gain on sales of
subsidiaries                            -              47               (47)                           -                     62                (62)
Total (expense) income                 (7)             48               (55)                          10                     52                (42)

EXPENSES
Net incurred losses and LAE -
prior periods:
Amortization of DCAs (2)               32              24                 8                          145                     55                 90
Amortization of fair value
adjustments                             4               5                (1)                          11                     13                 (2)
Changes in fair value - fair
value option (3)                      (82)            (10)              (72)                        (228)                   (68)              (160)
Total net incurred losses and
LAE - prior periods (2)               (46)             19               (65)                         (72)                     -                (72)

General and administrative
expenses                               22              35               (13)                          92                    100                 (8)
Total expenses                        (24)             54               (78)                          20                    100                (80)

Interest expense                      (23)            (18)               (5)                         (71)                   (51)               (20)
Net foreign exchange gains             17               2                15                           27                      9                 18
Income tax (expense) benefit           (8)            (10)                2                           (4)                   (13)                 9

Net loss (earnings) attributable
to noncontrolling interests            43               1                42                           74                    (13)                87
Dividends on preferred shares          (9)             (9)                -                          (27)                   (27)                 -

NET EARNINGS (LOSS) ATTRIBUTABLE
TO ENSTAR ORDINARY SHAREHOLDERS  $     37          $  (40)         $     77                    $     (11)                $ (143)         $     132


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


(2) The three and nine months ended September 30, 2022 included accelerated
amortization of $19 million and $115 million, respectively, corresponding to
increased favorable PPD on net ultimate liabilities recorded in our Run-off
segment. The three and nine months ended September 30, 2021 included accelerated
amortization of $11 million and $22 million, respectively, corresponding to
increased favorable PPD on net ultimate liabilities recorded in our Run-off
segment.

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

Overall Results


Three Months Ended September 30, 2022 versus 2021: Net earnings from our
Corporate and other activities were $37 million for the three months ended
September 30, 2022, compared to a net loss of $40 million for the three months
ended September 30, 2021. The favorable movement of $77 million was primarily
due to:

•Favorable PPD of $46 million in the current quarter in comparison to adverse
PPD of $19 million in the comparative quarter, a favorable change of $65
million
, primarily driven by:


•A $72 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; partially offset by

•An $8 million increase in the amortization of DCAs due to favorable PPD on
recent acquisition years.


•An increase in net losses attributable to noncontrolling interests of $42
million, as a result of net losses sustained in 2022 for those companies where
there are noncontrolling interests;

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Item 2 | Management's Discussion and Analysis | Results of Operations by Segment
                                                           | Corporate and other


•An increase in net foreign exchange gains of $15 million, primarily as a result
of strengthening of the U.S. dollar against the U.K. pound and Euro; and


•A decrease in general and administrative expenses of $13 million, primarily
driven by a reduction in long-term incentive plan costs as a result of reducing
the certain PSU award values based on projected performance; partially offset by

•Absence of the prior year net gain on purchase and sales of subsidiaries of
$47 million, driven by the gain recognized on the step acquisition of Enhanzed
Re.

Nine Months Ended September 30, 2022 versus 2021: Net loss from our Corporate
and other activities decreased by $132 million, primarily due to:


•The attribution of net losses to noncontrolling interests of $74 million in the
current period in comparison to the attribution of net earnings of $13 million
in the comparative quarter, as a result of net losses sustained in 2022 for
those companies where there are noncontrolling interests;

•An increase in favorable PPD of $72 million in the current period primarily
driven by:


•A $160 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; partially offset by

•A $90 million increase in the amortization of DCAs due to favorable PPD on
recent acquisition years.

•Other income of $10 million in the current period in comparison to other
expense of $10 million in the comparative period, a favorable change of $20
million
; and


•An increase in net foreign exchange gains of $18 million, primarily as a result
of strengthening of the U.S. dollar against the U.K. pound and Euro; partially
offset by

•Absence of the prior year net gain on purchase and sales of subsidiaries of $62
million, primarily driven by the following two components, both of which were
recognized in the comparative period: i) a $47 million gain recognized on the
step acquisition of Enhanzed Re and ii) a net gain on sales of subsidiaries of
$15 million; and

•An increase in interest expense of $20 million, primarily due to the issuance
of the 2031 Senior Notes in August 2021 and the 2042 Junior Subordinated Notes
in January 2022.

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                 Item 2 | Management's Discussion and Analysis | Current Outlook



Current Outlook



Run-off Outlook



Transactions

In August 2022, we executed an LPT agreement with a wholly owned subsidiary of
Argo Group International Holdings, Ltd. ("Argo") covering a number of its U.S.
casualty insurance portfolios, with a policy limit of $1.1 billion. The closing
of the transaction is subject to regulatory approval and other closing
conditions which we expect to be completed in the fourth quarter of 2022.

We continue to evaluate transactions in our active pipeline including LPTs,
ADCs, and other transaction types including acquisitions, and 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 maturity securities which will deliver book yields at the current elevated
rates.

We are also continuing to evaluate the feasibility of initiatives to optimize
our future return and capital position, including restructuring initiatives for
some of the older loss portfolios that we have carried for a number of years.

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.

Following the completion of annual loss reserve studies on approximately 20% of
our portfolios in the third quarter, we observed the following trends:


•Favorable development on our workers' compensation line of business, where our
claims settlement experience continues to drive positive outcomes; partially
offset by

•Adverse development on our general casualty line of business, where we have
observed additional claims settlements on larger claims, and our motor line of
business, where we continue to experience higher-than expected development; and

•Increased claim cost severity on our construction defect line of business,
primarily attributable to inflationary pressures on labor and materials.

We expect our fourth quarter annual loss reserve studies to deliver results
consistent with previous years.

Enhanzed Re


Following the completion of a strategic review of Enhanzed Re, we took into
consideration the existing strategic position of Enhanzed Re, current
marketplace offerings and the ability of Enhanzed Re to take advantage of future
opportunities, and concluded that the available options did not align with our
long-term strategy. As such, we entered into the Master Agreement in August 2022
and commenced an orderly unwind of the reinsurance operations of the entity.

In addition to the transactions completed to date, and as noted in Operational
Highlights, we completed the commutation of the catastrophe reinsurance business
with Allianz, and expect to complete our novation of the reinsurance of the
closed block of life annuity policies to Monument Re, the impacts of these two
transactions will be recorded in our fourth quarter 2022 and first quarter 2023
results respectively, in accordance with the one quarter reporting lag.


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                 Item 2 | Management's Discussion and Analysis | Current Outlook



Investment Outlook



We expect global financial markets to remain volatile for the remainder of 2022
and into 2023 as a result of inflationary pressures, tightening of financial
conditions by global central banks, ongoing disruptions and decoupling of supply
chains, geopolitical conflicts and tensions.

To date, we have recognized significant unrealized losses on our fixed income
investments, a trend that may continue in the event of further interest rate
increases and credit spread widening.

As we generally aim to maintain fixed income securities that are shorter or of
equivalent duration to the timing of our estimated payments for losses and LAE,
we expect that unrealized losses, on securities we continue to hold, to be
recouped as our fixed maturity 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 than waiting for certain fixed
maturity 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 14% of our portfolio in individual fixed maturity
securities that have floating interest rates which, should interest rates remain
elevated, we expect to be accretive to future investment income book yields. In
the nine months ended September 30, 2022, we have earned $106 million of net
investment income from our floating rate investments which are generally indexed
to LIBOR.

•Higher interest rates also provide 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 turbulent in the remainder of 2022
and into 2023, and this, combined with our reporting lag on certain investments,
will impact the valuation of our non-core risk investments. Anticipations of
economic downturn will 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.

The carrying value of our equity method investments and the fair value of other
strategic investments that operate in the property catastrophe market could be
adversely impacted as a result of varying levels of exposure to Hurricane Ian, a
Category 4 hurricane that caused widespread damage at the end of September 2022.
We do not have any significant direct exposure to this event.

However, we remain committed to our strategic asset allocation investment
strategy and expect our other investments, including equities, to provide higher
risk adjusted returns and diversification benefits over the medium to long term.
In addition, we continue to seek investment opportunities that have inflationary
pass-through components, including investments in private credit, real estate,
and infrastructure asset classes.

Inflation




We continue to monitor the inflationary impacts resulting from pandemic-related
government stimulus, supply-demand imbalances, and labor force and supply chain
disruptions, 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, so far, been significantly impacted by ongoing inflationary
pressures in comparison to other lines of business such as property and auto
lines. The limited impact of 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
and social inflation. 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 maturity securities. Any further rise in
interest rates will have further negative impacts on our fixed income
investments. 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 will also result in increased wage pressures underlying our general
and administrative expenses, as we remain focused on being a competitive
employer in our market.


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                 Item 2 | Management's Discussion and Analysis | Current Outlook



In August 2022, the U.S. government signed the Inflation Reduction Act ("IRA")
into law, which includes the implementation of a new alternative minimum tax and
an excise tax on stock buybacks, among other provisions. While the provisions of
the IRA will have no impact to our third quarter and foreseeable results given
we do not meet the average annual adjusted income threshold and other relevant
requirements, we will continue to closely monitor and assess the potential
impact of the IRA as the regulations develop.

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 and geopolitical tension between
NATO and Russia has increased.

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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Item 2 | Management's Discussion and Analysis | Liquidity and Capital Resources

Liquidity and Capital Resources



Overview



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.

Our capital resources as of September 30, 2022 included ordinary shareholders'
equity of $3.6 billion, preferred equity of $510 million, noncontrolling
interests of $98 million, redeemable noncontrolling interests of $166 million,
and debt obligations of $1.9 billion. Based on our current loss reserves4 and
investment positions, we believe we are well capitalized.

The following table details our capital position:

                                                       September 30, 2022         December 31, 2021         $ Change
                                                                       (in millions of U.S. dollars)
Ordinary shareholders' equity                         $           3,550          $          5,586          $ (2,036)
Series D and E Preferred Shares                                     510                       510                 -
Total Enstar shareholders' equity                                 4,060                     6,096            (2,036)
Noncontrolling interests                                             98                       230              (132)
Total shareholders' equity                                        4,158                     6,326            (2,168)

Debt obligations                                                  1,905                     1,691               214
Redeemable noncontrolling interests                                 166                       179               (13)
Total capitalization                                  $           6,229          $          8,196          $ (1,967)
Total capitalization attributable to Enstar           $           5,965          $          7,787          $ (1,822)
Debt to total capitalization                                       30.6  %                   20.6  %
Debt and Series D and E Preferred Shares to
total capitalization                                               38.8  %                   26.9  %
Debt to total capitalization attributable to
Enstar                                                             31.9  %                   21.7  %
Debt and Series D and E Preferred Shares to
total capitalization attributable to Enstar                        40.5  %                   28.3  %


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 September 30, 2022, we were in
compliance with the financial covenants in our credit facilities.

As of September 30, 2022, we had $923 million of cash and cash equivalents,
excluding restricted cash, that supports (re)insurance operations, and included
in this amount was $289 million held by our foreign subsidiaries outside of
Bermuda.


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 amounts 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 September 30, 2022 for any material withholding taxes on
dividends or other distributions.

Share Repurchases and Dividends




We believe that the best investment is in our business, by funding future
transactions and meeting our financing obligations. We may choose to return
value to shareholders in the form of share repurchases or dividends. To date, we
have not declared any dividends on our ordinary shares. For details on our share
repurchase programs, refer to Note 11 to our unaudited condensed consolidated
financial statements. We may re-evaluate this strategy from time to time based
on overall market conditions and other factors.

4 Including gross loss reserves, future policyholder benefits and defendant A&E
liabilities.

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Item 2 | Management's Discussion and Analysis | Liquidity and Capital Resources




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.


Sources and Uses of Cash



Holding Company Liquidity

The potential sources of cash flows to Enstar as a holding company consist of
cash flows from our subsidiaries including dividends, advances and loans, and
interest income on loans to our subsidiaries. We also utilize our credit and
loan facilities, and we have issued senior notes and preferred shares and
guaranteed junior subordinated notes issued by one of our subsidiaries.

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, our Junior Subordinated Notes and Enhanzed Re's 2031 Subordinated Notes
(together with the Junior Subordinated Notes, the "Subordinated Notes").

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

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.

U.S. Finance Company Liquidity


Enstar Finance is a wholly-owned finance subsidiary and is dependent upon funds
from other subsidiaries to pay any amounts due under the Junior Subordinated
Notes. In addition, as noted above, we are a holding company that conducts
substantially all of our operations through our subsidiaries. Our only
significant assets are the capital stock of our subsidiaries. Because
substantially all of our operations are conducted through our (re)insurance
subsidiaries, substantially all of our consolidated assets are held by our
subsidiaries and most of our cash flow, and, consequently, our ability to pay
any amounts due under the guaranty of the Junior Subordinated Notes, is
dependent upon the earnings of our subsidiaries and the transfer of funds by
those subsidiaries to us in the form of distributions or loans.

In addition, the ability of our (re)insurance subsidiaries to make distributions
or other transfers to Enstar Finance or us is limited by applicable insurance
laws and regulations, as described below. These laws and regulations and the
determinations by the regulators implementing them may significantly restrict
such distributions and transfers, and, as a result, adversely affect the overall
liquidity of Enstar Finance or us. The ability of all of our subsidiaries to
make distributions and transfers to Enstar Finance and 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.

Operating Company Liquidity

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


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Item 2 | Management's Discussion and Analysis | Liquidity and Capital Resources

pay to us, which in turn may limit our ability to pay dividends and make other
payments.

As of September 30, 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.

Our sources of funds 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.

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.


We expect to use funds from cash and investment portfolios, collected premiums,
collections from reinsurance debtors, investment income and proceeds from sales
and redemptions of investments to meet expected claims payments and operational
expenses, with the remainder used for acquisitions and additional investments.

Cash provided by operating activities for the nine months ended September 30,
2022 and 2021 was positive as our cash provided by sales and maturities of
trading securities and cash received as a result of assuming new business
exceeded cash used in the purchase of trading securities and net paid losses,
with the net proceeds being used to purchase AFS securities and other
investments included within investing cash flows.

Overall, we expect our cash flows, together with our existing capital base and
cash and investments acquired and from new business, to be sufficient to meet
cash requirements and to operate our business.

Cash Flows

The following table summarizes our consolidated cash flows (used in) provided by
operating, investing and financing activities:

                                                              Nine Months Ended September 30,
                                                                 2022                    2021              $ Change
                                                                        (in millions of U.S. dollars)
Cash provided by (used in):
Operating activities                                     $             340          $      3,858          $ (3,518)
Investing activities                                                (1,064)               (2,051)              987
Financing activities                                                   (31)                 (676)              645

Effect of exchange rate changes on cash                                 20                     4                16
Net (decrease) increase in cash and cash equivalents                  (735)                1,135            (1,870)

Cash, cash equivalents and restricted cash, beginning of
period

                                                               2,092                 1,373               719
Net change in cash of businesses held-for-sale                           -                   223              (223)

Cash and cash equivalents and restricted cash, end of
period

                                                   $           1,357  

$ 2,731 $ (1,374)
Reconciliation to Condensed Consolidated Balance Sheets:
Cash and Cash equivalents

                                $             923          $      1,587          $   (664)
Restricted cash and cash equivalents                                   434                   448               (14)

Cash and restricted cash and cash equivalents of the
InRe Fund

                                                                -                   696              (696)

Total cash, cash equivalents and restricted cash         $           1,357  

$ 2,731 $ (1,374)

Nine Months Ended September 30, 2022 versus 2021: Cash and cash equivalents
decreased by $735 million during the nine months ended September 30, 2022
compared to an increase of $1.1 billion during the nine months ended September
30, 2021
.

Cash provided by operations of $340 million for the nine months ended September
30, 2022
was predominantly driven by:


(i) the cash inflows from net sales and maturities of trading securities of $1.6
billion; and

                Enstar Group Limited | Third Quarter 2022 | Form 10-Q         53

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Item 2 | Management's Discussion and Analysis | Liquidity and Capital Resources

(ii) cash, restricted cash and cash equivalents from new business of
$29 million; partially offset by

(iii) net paid losses of $1.3 billion;

Cash used in investing activities of $1.1 billion for the nine months ended
September 30, 2022 primarily related to net purchases of other investments of
$1.1 billion.

Cash used in financing activities of $31 million for the nine months ended
September 30, 2022 was attributable to share repurchases of $163 million,
dividends paid to our noncontrolling interests of $55 million and preferred
share dividends of $27 million, partially offset by the net proceeds from the
issuance of debt of $214 million.

Cash provided by operations for the nine months ended September 30, 2021 was
predominantly driven by:

(i) cash, restricted cash and cash equivalents from new business of
$1.9 billion; and

(ii) the cash inflows from net sales and maturities of trading securities of
$2.6 billion; partially offset by

(iii) net paid losses of $996 million.

Cash used in investing activities for the nine months ended September 30, 2021
primarily related to:

(i) net purchases of AFS securities of $1.8 billion; and

(ii) the purchase and sales of subsidiaries, net of cash acquired and sold,
respectively, of $438 million; partially offset by

(iii) the impact of consolidating the opening cash and restricted cash balances
of the InRe Fund of $574 million.


Cash used in financing activities for the nine months ended September 30, 2021
was attributable to share repurchases of $890 million and preferred share
dividends of $27 million, partially offset by the net proceeds from the issuance
of debt of $242 million.

The change in cash of businesses held-for-sale for the nine months ended
September 30, 2021 was due to the disposal of Northshore Holdings Limited
("Northshore").


Investable Assets



We define investable assets as the sum of total investments, cash and cash
equivalents, restricted cash and cash equivalents and funds held. Investable
assets were $19.3 billion as of September 30, 2022 as compared to $21.7 billion
as of December 31, 2021. This represents a decrease of 11.0% primarily due to a
decline in the carrying value of our fixed income securities and other
investments, including equities, and net paid losses, partially offset by an
increase in funds held by reinsured companies as a result of the Aspen
transaction.

Reinsurance Balances Recoverable on Paid and Unpaid Losses

As of September 30, 2022 and December 31, 2021, we had reinsurance balances
recoverable on paid and unpaid losses of $1.2 billion and $1.5 billion,
respectively.

Our (re)insurance run-off subsidiaries and assumed portfolios, prior to
acquisition, used retrocessional agreements to reduce their exposure to the risk
of (re)insurance assumed.

We remain liable to the extent that retrocessionaires do not meet their
obligations under these agreements, and therefore, we evaluate and monitor
concentration of credit risk among our reinsurers. Provisions are made for
amounts considered potentially uncollectible.


                Enstar Group Limited | Third Quarter 2022 | Form 10-Q       

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Item 2 | Management's Discussion and Analysis | Liquidity and Capital Resources




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 September 30, 2022 and December 31, 2021 were as
follows:

                                                                                               September 30,
Facility                                     Origination Date                 Term                  2022               December 31, 2021
                                                                                                     (in millions of U.S. dollars)
4.50% Senior Notes due 2022                   March 10, 2017                5 years           $           -          $              280
4.95% Senior Notes due 2029                    May 28, 2019                 10 years                    496                         495
3.10% Senior Notes due 2031                  August 24, 2021                10 years                    495                         495
Total Senior Notes                                                                                      991                       1,270
5.75% Junior Subordinated Notes
due 2040                                     August 26, 2020                20 years                    345                         345
5.50% Junior Subordinated Notes
due 2042                                     January 14, 2022               20 years                    493                           -
5.50% Enhanzed Re's Subordinated
Notes due 2031                              December 20, 2018              12.1 years                    76                          76
Total Subordinated Notes                                                                                914                         421

Total debt obligations                                                                        $       1,905          $            1,691


Our debt obligations increased by $214 million from December 31, 2021 primarily
due to the issuance of our 2042 Junior Subordinated Notes, partially offset by
the repayment upon maturity of our 2022 Senior Notes.

Credit Ratings

The following table presents our credit ratings as of November 3, 2022:

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-
2031 Subordinated Notes                                     Not Rated                                   Not Rated
Series D and E Preferred Shares                                BB+                                        BBB-


(1) Credit ratings are provided by third parties, Standard & 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 rating5.


5 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" in our Annual Report
on Form 10-K for the year ended December 31, 2021.

                Enstar Group Limited | Third Quarter 2022 | Form 10-Q       

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Item 2 | Management's Discussion and Analysis | Liquidity and Capital Resources




Contractual Obligations



The following table includes only material changes in our contractual
obligations as disclosed in "Part II, Item 7" Management's Discussion and
Analysis of Financial Condition and Results of Operations" of our Annual Report
on Form 10-K for the year ended December 31, 2021, and primarily relate to
changes resulting from the Aspen transaction.

As of September 30, 2022, our estimated payments for losses and LAE by expected
payment date for the Run-off segment was as follows:

                                                                   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
for the Run-off segment(1)
Asbestos                                       $  1,674          $       155          $   267          $   240          $   358          $      654
Environmental                                       364                   48               67               54               80                 115
General Casualty                                  4,246                  733              892              602            1,296                 723
Workers' compensation/personal accident           2,647                  271              438              405              505               1,028
Marine, aviation and transit                        524                  168              165               78               72                  41
Construction defect                                 116                   19               29               20               26                  22
Professional indemnity/ Directors and Officers    1,299                  280              338              192              352                 137
Motor                                               539                  130              117               69               86                 137
Property                                            465                  169              169               62               48                  17
Other                                               652                  226              181               81               79                  85

Total outstanding losses and IBNR                12,526                2,199            2,663            1,803            2,902               2,959

ULAE                                                483                   99              117               72               93                 102
Total estimated gross reserves for losses and
LAE for the Run-off segment (1)                $ 13,009          $     

2,298 $ 2,780 $ 1,875 $ 2,995 $ 3,061



(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 condensed
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 September 30, 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 condensed consolidated financial statements as of
September 30, 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.

We generally seek to maintain investment portfolios that are shorter or of
equivalent duration to our 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, which may require additional
liquidity.

Off-Balance Sheet Arrangements




As of September 30, 2022, we have entered into certain investment commitments
and parental guarantees6. We also utilize unsecured and secured letters of
credit 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.


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


                Enstar Group Limited | Third Quarter 2022 | Form 10-Q       

56

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