Enstar Group LTD [ESGR] Filings

10-Q 1 esgr-20220930.htm 10-Q esgr-20220930

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended September 30, 2022

Commission File Number 001-33289

ENSTAR GROUP LIMITED

(Exact name of Registrant as specified in its charter)


BERMUDA			N/A
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

Windsor Place, 3rd Floor, 22 Queen Street, Hamilton HM JX, Bermuda

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (441) 292-3645

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


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Ordinary shares, par value $1.00 per share	ESGR	The NASDAQ Stock Market	LLC
Depositary Shares, Each Representing a 1/1,000th Interest in a 7.00%	ESGRP	The NASDAQ Stock Market	LLC
Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Share, Series D, Par Value $1.00 Per Share
Depositary Shares, Each Representing a 1/1,000th Interest in a 7.00%	ESGRO	The NASDAQ Stock Market	LLC
Perpetual Non-Cumulative Preferred Share, Series E, Par Value $1.00 Per Share

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

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

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

Large accelerated filer

☒

Accelerated filer

Non-accelerated filer

Smaller reporting company

☐

Emerging growth company

☐

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

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

As at November 1, 2022, the registrant had outstanding 15,990,857 voting ordinary shares and 1,597,712 non-voting convertible ordinary shares, each par value $1.00 per share.

Table of Contents

Enstar Group Limited

Quarterly Report on Form 10-Q

For the Period Ended September 30, 2022

Table of Contents


		Page
	Glossary of Key Terms	3

PART I

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	8
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	57
Item 1.	Financial Statements	60
Item 4.	Controls and Procedures	104

PART II

Item 1.	Legal Proceedings	105
Item 1A.	Risk Factors	105
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	105
Item 3.	Defaults Upon Senior Securities	105
Item 4.	Mine Safety Disclosures	105
Item 5.	Other Information	105
Item 6.	Exhibits	106

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GLOSSARY OF KEY TERMS



A&E						Asbestos and environmental

Acquisition costs						Costs that are directly related to the successful efforts of acquiring new insurance contracts or renewing existing insurance contracts, and which principally consist of incremental costs such as: commissions, brokerage expenses, premium taxes and other fees incurred at the time that a contract or policy is issued.

ADC						Adverse development cover – A retrospective reinsurance arrangement that will insure losses in excess of an established reserve and provide protection up to a contractually agreed amount.
Adjusted BVPS						Adjusted book value per ordinary share - Non-GAAP financial measure calculated by dividing Enstar ordinary shareholders’ equity, adjusted to add the proceeds from assumed exercise of warrants, by the number of ordinary shares outstanding, adjusted for the exercise of warrants and equity awards granted and not yet vested. See “Non-GAAP Financial Measures” in Part I, Item 2 for reconciliation.
Adjusted RLE						Adjusted run-off liability earnings - Non-GAAP financial measure calculated by dividing adjusted prior period development by average adjusted net loss reserves. See “Non-GAAP Financial Measures” in Part I, Item 2 for reconciliation.
Adjusted ROE						Adjusted return on equity - Non-GAAP financial measure calculated by dividing adjusted operating income (loss) attributable to Enstar ordinary shareholders by adjusted opening Enstar ordinary shareholders’ equity. See “Non-GAAP Financial Measures” in Part I, Item 2 for reconciliation.
Adjusted TIR						Adjusted total investment return - Non-GAAP financial measure calculated by dividing adjusted total investment return by average adjusted total investable assets. See “Non-GAAP Financial Measures” in Part I, Item 2 for reconciliation.
AFS						Available-for-sale



AmTrust						AmTrust Financial Services, Inc.
Annualized						Calculation of the quarterly result or year-to-date result multiplied by four and then divided by the number of quarters elapsed within the applicable year-to-date period.
AOCI						Accumulated other comprehensive income



Arden						Arden Reinsurance Company Ltd.





Atrium						Atrium Underwriting Group Limited
BMA						Bermuda Monetary Authority


BSCR						Bermuda Solvency Capital Requirement
BVPS						Book value per ordinary share - GAAP financial measure calculated by dividing Enstar ordinary shareholders’ equity by the number of ordinary shares outstanding.
Cavello						Cavello Bay Reinsurance Limited, a wholly-owned subsidiary



Citco						Citco III Limited
CLO						Collateralized loan obligation





Core Specialty						Core Specialty Insurance Holdings, Inc.

DCo						DCo LLC

Defendant A&E liabilities						Defendant asbestos and environmental liabilities - Non-insurance liabilities relating to amounts for indemnity and defense costs for pending and future claims, as well as amounts for environmental liabilities associated with properties.
DCA						Deferred charge asset - The amount by which estimated ultimate losses payable exceed the premium consideration received at the inception of a retroactive reinsurance agreement and that are subsequently amortized over the estimated loss settlement period.



Dowling Funds						Dowling Capital Partners I, L.P. and Capital City Partners LLC

EB Trust						Enstar Group Limited Employee Benefit Trust










Enhanzed Re						Enhanzed Reinsurance Ltd.
Enstar						Enstar Group Limited and its consolidated subsidiaries
Enstar Finance						Enstar Finance LLC

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GLOSSARY OF KEY TERMS


Exchange Transaction						The exchange of a portion of our indirect interest in Northshore for all of the Trident V Funds’ indirect interest in StarStone U.S.
FAL						Funds at Lloyd's - A deposit in the form of cash, securities, letters of credit or other approved capital instrument that satisfies the capital requirement to support the Lloyd's syndicate underwriting capacity.


Funds held						The account created with premium due to the reinsurer pursuant to the reinsurance agreement, the balance of which is credited with investment income and losses paid are deducted.
Funds held by reinsured companies						Funds held, as described above, where we receive a fixed crediting rate of return or other contractually agreed return on the assets held.
Funds held - directly managed						Funds held, as described above, where we receive the actual investment portfolio return on the assets held.
Future policyholder benefits						The liability relating to life reinsurance contracts, which are based on the present value of anticipated future cash flows and mortality rates.



Gate or side-pocket						A gate is the ability to deny or delay a redemption request, whereas a side-pocket is a designated account for which the investor loses its redemption rights.
Hillhouse Group						Hillhouse Capital Management, Ltd. and Hillhouse Capital Advisors, Ltd.
IBNR						Incurred but not reported - The estimated liability for unreported claims that have been incurred, as well as estimates for the possibility that reported claims may settle for amounts that differ from the established case reserves as well as the potential for closed claims to re-open.

InRe Fund						InRe Fund, L.P.

Investable assets						The sum of total investments, cash and cash equivalents, restricted cash and cash equivalents and funds held
JSOP						Joint Share Ownership Plan
LAE						Loss adjustment expenses





Lloyd's						This term may refer to either the society of individual and corporate underwriting members that pool and spread risks as members of one or more syndicates, or the Corporation of Lloyd’s, which regulates and provides support services to the Lloyd’s market

LPT						Loss Portfolio Transfer - Retroactive reinsurance transaction in which loss obligations that are already incurred are ceded to a reinsurer, subject to any stipulated limits

Monument Re						Monument Insurance Group Limited

Morse TEC						Morse TEC LLC



NAV						Net asset value
NCI						Noncontrolling interests


New business						Material transactions, other than business acquisitions, which generally take the form of reinsurance or direct business transfers.





Northshore						Northshore Holdings Limited
OLR						Outstanding loss reserves - Provisions for claims that have been reported and accrued but are unpaid at the balance sheet date.
Parent Company						Enstar Group Limited, excluding its consolidated subsidiaries

Policy buy-back						Similar to a commutation, for direct insurance contracts
pp						Percentage point(s)
PPD						Prior period development - Changes to loss estimates recognized in the current calendar year that relate to loss reserves established in previous calendar years.

Private equity funds						Investments in limited partnerships and limited liability companies




QTD						Quarter-to-date
Reinsurance to close (RITC)						A business transaction to transfer estimated future liabilities attached to a given year of account of a Lloyd's syndicate into a later year of account of either the same or different Lloyd's syndicate in return for a premium.

Reserves for losses and LAE						Management's best estimate of the ultimate cost of settling losses as of the balance sheet date. This includes OLR and IBNR.

Retroactive reinsurance						Contracts that provide indemnification for losses and LAE with respect to past loss events.

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GLOSSARY OF KEY TERMS


RLE						Run-off liability earnings – GAAP-based financial measure calculated by dividing prior period development by average net loss reserves.
RNCI						Redeemable noncontrolling interests
ROE						Return on equity - GAAP-based financial measure calculated by dividing net earnings (loss) attributable to Enstar ordinary shareholders by opening Enstar ordinary shareholders’ equity
Run-off						A line of business that has been classified as discontinued by the insurer that initially underwrote the given risk
Run-off portfolio						A group of insurance policies classified as run-off.


SEC						U.S. Securities and Exchange Commission
SGL No. 1						SGL No. 1 Limited

SSHL						StarStone Specialty Holdings Limited

StarStone International						StarStone's non-U.S. operations
StarStone U.S.						StarStone U.S. Holdings, Inc. and its subsidiaries
Step Acquisition						The purchase of the entire equity interest in Enhanzed Re held by an affiliate of Hillhouse Capital Management Ltd and Hillhouse Capital Advisors, Ltd.
Stone Point						Stone Point Capital LLC
SUL						StarStone Underwriting Limited

TIR						Total investment return - GAAP financial measure calculated by dividing total investment return recognized in earnings for the applicable period by average total investable assets
Trident V Funds						Trident V, L.P., Trident V Parallel Fund, L.P. and Trident V Professionals Fund, L.P.



U.S. GAAP						Accounting principles generally accepted in the United States of America
ULAE						Unallocated loss adjustment expenses - Loss adjustment expenses relating to run-off costs for the estimated payout of the run-off, such as internal claim management or associated operational support costs.
Unearned premium						The unexpired portion of policy premiums that will be earned over the remaining term of the insurance contract.
VIE						Variable interest entities
YTD						Year-to-date
2021 Repurchase Program						An ordinary share repurchase program adopted by our Board of Directors on November 29, 2021, for the purpose of repurchasing a limited number of our ordinary shares, not to exceed $100 million in aggregate. This plan was fully utilized in April 2022.
2022 Repurchase Program						An ordinary share repurchase program authorized by our Board of Directors on May 5, 2022, which is effective through May 5, 2023. Under this program, we may repurchase a limited number of our ordinary shares, not to exceed $200 million in aggregate.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report and the documents incorporated by reference herein contain statements that constitute "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, with respect to our financial condition, results of operations, business strategies, operating efficiencies, competitive positions, growth opportunities, plans and objectives of our management, as well as the markets for our securities and the insurance and reinsurance sectors in general.

Statements that include words such as "estimate," "project," "plan," "intend," "expect," "anticipate," "believe," "would," "should," "could," "seek," "may" and similar statements of a future or forward-looking nature identify forward-looking statements for purposes of the federal securities laws or otherwise.

All forward-looking statements are necessarily estimates or expectations, and not statements of historical fact, reflecting the best judgment of our management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements.

These forward looking statements should, therefore, be considered in light of various important factors, including those set forth in this report and in our Annual Report on Form 10-K for the year ended December 31, 2021, which could cause actual results to differ materially from those suggested by the forward-looking statements. These factors include:

•the adequacy of our loss reserves and the need to adjust such reserves as claims develop over time, including due to the impact of emerging claim and coverage issues and disputes that could impact reserve adequacy;

•our acquisitions, including our ability to evaluate opportunities, successfully price acquisitions, address operational challenges, support our planned growth and assimilate acquired portfolios and companies into our internal control system in order to maintain effective internal controls, provide reliable financial reports and prevent fraud;

•increased competitive pressures, including increased competition in the market for run-off business;

•our ability to obtain regulatory approvals, including the timing, terms and conditions of any such approvals, and to satisfy other closing conditions in connection with our acquisition agreements, which could affect our ability to complete acquisitions;

•Enhanzed Re’s life and annuity business, including the performance of assets to support the liabilities, the risk of mismatch in asset/liability duration and assumptions used to estimate reserves for future policy benefits proving to be inaccurate;

•the variability of statutory capital requirements and the risk that we may require additional capital in the future, which may not be available or may be available only on unfavorable terms;

•our reinsurance subsidiaries may not be able to provide the required collateral to ceding companies pursuant to their reinsurance contracts, including through the use of letters of credit;

•the availability and collectability of our ceded reinsurance;

•the ability of our subsidiaries to distribute funds to us and the resulting impact on our liquidity;

•losses due to foreign currency exchange rate fluctuations;

•climate change and its potential impact on the returns from our run-off business and our investments;

•the value of our investment portfolios and the investment income that we receive from these portfolios may decline materially as a result of market fluctuations and economic conditions, including those related to interest rates, credit spreads and equity prices;

•the effects of inflation, including its impact on our loss cost trends and operating expenses, and the effects of global economic policy responses to inflation, such as increasing interest rates and their impact on our investment portfolio;

•our ability to structure our investments in a manner that recognizes our liquidity needs;

•our strategic investments in alternative asset classes and joint ventures, which are illiquid and may be volatile;

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

•our ability to accurately value our investments, which requires methodologies, estimates and assumptions that can be highly subjective, and the inaccuracy of which could adversely affect our financial condition;

•the complex regulatory environment in which we operate, including that ongoing or future industry regulatory developments will disrupt our business, affect the ability of our subsidiaries to operate in the ordinary course or to make distributions to us, or mandate changes in industry practices in ways that increase our costs, decrease our revenues or require us to alter aspects of the way we do business;

•loss of key personnel;

•operational risks, including cybersecurity events, external hazards, human failures or other difficulties with our information technology systems that could disrupt our business or result in the loss of critical and confidential information, increased costs;

•tax, regulatory or legal restrictions or limitations applicable to us or the (re)insurance business generally;

•changes in tax laws or regulations applicable to us or our subsidiaries, or the risk that we or one of our non-U.S. subsidiaries become subject to significant, or significantly increased, income taxes in the United States or elsewhere; and

•the ownership of our shares resulting from certain provisions of our bye-laws and our status as a Bermuda company.

The factors listed above should not be construed as exhaustive and should be read in conjunction with the Risk Factors that are included in our Annual Report on Form 10-K for the year ended December 31, 2021. We undertake no obligation to publicly update or review any forward looking statement, whether to reflect any change in our expectations with regard thereto, or as a result of new information, future developments or otherwise, except as required by law.

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PART I — FINANCIAL INFORMATION

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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.

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Section						Page
Operational Highlights						9
Consolidated Results of Operations — for the Three and Nine Months Ended September 30, 2022 and 2021						11
•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 September 30, 2022 and 2021						38

•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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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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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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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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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,						$ / pp Change				September 30,							$ / pp Change
	2022			2021						2022				2021
	(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							$ Change
											September 30, 2022				December 31, 2021
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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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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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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Item 2 | Management's Discussion and Analysis | Key Performance Measures

Overall Measures of Performance

BVPS and Adjusted BVPS*


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*

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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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
	Run-off		Assumed Life3		Legacy Underwriting		Corporate and other		Total		Run-off		Legacy Underwriting		Corporate and 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
	Run-off		Assumed Life		Legacy Underwriting		Corporate and other		Total		Run-off		Legacy Underwriting		Corporate and 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

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.

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*
Acquisition Year	PPD		Average net loss reserves		Annualized RLE %		Adjusted PPD*		Average adjusted net loss 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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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*
Acquisition Year	PPD		Average net loss reserves		Annualized RLE %		Adjusted PPD*		Average adjusted net loss 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.

Enstar Group Limited | Third Quarter 2022 | Form 10-Q 18

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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*
Acquisition Year	PPD		Average net loss reserves		Annualized RLE %		Adjusted PPD*		Average adjusted net loss 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).

*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 19

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


	Nine Months Ended September 30, 2021
	RLE					Adjusted RLE*
Acquisition Year	PPD		Average net loss reserves		Annualized RLE %	Adjusted PPD*		Average adjusted net loss 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

Enstar Group LTD [ESGR] Filings
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Enstar Group LTD [ESGRP] Filings
10-Q	[2022-11-03]
10-Q	[2022-08-09]
10-Q	[2022-05-05]
10-K	[2022-02-24]
10-Q	[2021-11-04]
10-Q	[2021-08-05]
10-Q	[2021-05-07]
10-K	[2021-03-01]
10-Q	[2020-11-06]
10-Q	[2020-08-10]
10-Q	[2020-05-07]
10-K	[2020-02-27]
10-Q	[2019-11-07]
10-Q	[2019-08-06]
10-Q	[2019-05-08]
10-K	[2019-03-01]
10-Q	[2018-11-08]
10-Q	[2018-08-02]
10-Q	[2018-05-08]
10-K	[2018-02-28]
10-Q	[2017-11-08]
10-Q	[2017-08-03]
10-Q	[2017-05-08]
10-K	[2017-02-27]
10-Q	[2016-11-08]
10-Q	[2016-08-05]
10-Q	[2016-05-06]
10-K	[2016-02-29]
10-Q	[2015-11-09]
10-Q	[2015-08-07]
10-Q	[2015-05-11]
10-K	[2015-03-02]
10-Q	[2014-11-10]
10-Q	[2014-08-11]
10-Q	[2014-05-09]
10-K	[2014-03-03]
10-Q	[2013-11-07]
10-Q	[2013-08-09]
10-Q	[2013-05-10]
10-K	[2013-03-01]
10-Q	[2012-11-08]
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10-K	[2012-02-24]

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