ESGR 10-K Annual Report Dec. 31, 2023 | Alphaminr

Effective Date August 11, 2021

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ENSTAR GROUP LTD

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PROXIES

DEF 14A	Filed on April 26, 2024
DEF 14A	Filed on April 21, 2023
DEF 14A	Filed on April 21, 2022
DEF 14A	Filed on April 26, 2021
DEF 14A	Filed on April 28, 2020
DEF 14A	Filed on Oct. 25, 2019
DEF 14A	Filed on April 26, 2019
DEF 14A	Filed on April 27, 2018
DEF 14A	Filed on April 28, 2017
DEF 14A	Filed on April 29, 2016
DEF 14A	Filed on March 26, 2015
DEF 14A	Filed on April 29, 2014
DEF 14A	Filed on March 27, 2013
DEF 14A	Filed on April 30, 2012
DEF 14A	Filed on May 24, 2011
DEF 14A	Filed on April 30, 2010

TABLE OF CONTENTS

Part I Item 1. Business Item 1 | Business | Strategy Item 1 | Business | Developments Item 1 | Business | Our Business Item 1 | Business | Competition Item 1 | Business | Human Capital Resources Item 1 | Business | Enterprise Risk Management Item 1 | Business | Regulation Item 1A. | Risk Factors Item 1A. Risk Factors Item 1B. Unresolved Staff Comments Item 1C. Cybersecurity Risk Disclosures Item 2. Properties Item 3. Legal Proceedings Item 4. Mine Safety Disclosures Part II Item 5. Market For The Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity Securities Item 5 | Market For The Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity Securities Item 6. Reserved Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 7 | Management Discussion and Analysis | Operational Highlights Item 7 | Management Discussion and Analysis | Consolidated Results Of Operations Item 7 | Management Discussion and Analysis | Key Performance Measures Item 7 | Management Discussion and Analysis | Non-gaap Financial Measures Item 7 | Management Discussion and Analysis | Other Financial Measures Item 7 | Management Discussion and Analysis | Results Of Operations By Segment Item 7 | Management Discussion and Analysis | Results Of Operations By Segment | Run-off Segment Item 7 | Management Discussion and Analysis | Results Of Operations By Segment | Assumed Life Segment Item 7 | Management Discussion and Analysis | Results Of Operations By Segment | Enhanzed Re Segment Item 7 | Management Discussion and Analysis | Results Of Operations By Segment | Investments Segment Item 7 | Management Discussion and Analysis | Results Of Operations By Segment | Legacy Underwriting Segment Item 7 | Management Discussion and Analysis | Corporate and Other Item 7 | Management Discussion and Analysis | Current Outlook Item 7 | Management Discussion and Analysis | Liquidity and Capital Resources Item 7 | Management Discussion and Analysis | Critical Accounting Estimates Item 7A. Quantitative and Qualitative Disclosures About Market Risk Item 7A | Quantitative and Qualitative Disclosures About Market Risk Item 8. Financial Statements and Supplementary Data Item 8 | Notes To Consolidated Financial Statements | Note 2 - Significant Accounting Policies Note 5 - Business Acquisitions Note 6 - Divestitures, Held-for-sale Business and Discontinued Operations Note 7 - Investments Note 8 - Derivatives and Hedging Instruments Note 9 - Reinsurance Balances Recoverable on Paid and Unpaid Losses Note 10 - Deferred Charge Assets and Deferred Gain Liabilities Note 11 - Losses and Loss Adjustment Expenses Note 13 - Defendant Asbestos and Environmental Liabilities Note 15 - Variable Interest Entities Note 16 - Premiums Written and Earned Note 17 - Goodwill Note 19 - Noncontrolling Interests Note 21 - Earnings Per Share Note 22 - Share-based Compensation Note 23 - Income Taxation Item 8 | Notes To Consolidated Financial Statements | Note 3 - Significant New Business Item 8 | Notes To Consolidated Financial Statements | Note 4 - Segment Information Item 8 | Notes To Consolidated Financial Statements | Note 5 - Business Acquisitions Item 8 | Notes To Consolidated Financial Statements | Note 6 - Divestitures, Held-for-sale Businesses and Discontinued Operations Item 8 | Notes To Consolidated Financial Statements | Note 7 - Investments Item 8 | Notes To Consolidated Financial Statements | Note 8 - Derivatives and Hedging Instruments Item 8 | Notes To Consolidated Financial Statements | Note 9 - Reinsurance Balances Recoverable on Paid and Unpaid Losses Item 8 | Notes To Consolidated Financial Statements | Note 10 - Deferred Charge Assets and Deferred Gain Liabilities Item 8 | Notes To Consolidated Financial Statements | Note 11 - Losses and Loss Adjustment Expenses Item 8 | Notes To Consolidated Financial Statements | Note 12 - Future Policyholder Benefits Item 8 | Notes To Consolidated Financial Statements | Note 13 - Defendant Asbestos and Environmental Liabilities Item 8 | Notes To Consolidated Financial Statements | Note 14 - Fair Value Measurements Item 8 | Notes To Consolidated Financial Statements | Note 15 - Variable Interest Entities Item 8 | Notes To Consolidated Financial Statements | Note 16 - Premiums Written and Earned Item 8 | Notes To Consolidated Financial Statements | Note 17. Goodwill and Intangible Assets Item 8 | Notes To Consolidated Financial Statements | Note 18 - Debt Obligations and Credit Facilities Item 8 | Notes To Consolidated Financial Statements | Note 19 - Noncontrolling Interests Item 8 | Notes To Consolidated Financial Statements | Note 20 - Shareholders' Equity Item 8 | Notes To Consolidated Financial Statements | Note 21 - Earnings Per Share Item 8 | Notes To Consolidated Financial Statements | Note 22 - Share-based Compensation Item 8 | Notes To Consolidated Financial Statements | Note 23 - Income Taxation Item 8 | Notes To Consolidated Financial Statements | Note 24 - Related Party Transactions Item 8 | Notes To Consolidated Financial Statements | Note 25 - Dividend Restrictions and Statutory Financial Information Item 8 | Notes To Consolidated Financial Statements | Note 26 - Commitments and Contingencies Item 8 | Schedules Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 9A. Controls and Procedures Item 9B. Other Information Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections Part III Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and Related Transactions, and Director Independence Item 14. Principal Accounting Fees and Services Part IV Item 15. Exhibits, Financial Statement Schedules Item 16. Form 10-k Summary

Exhibits

10.38s Amended and Restated Letter of Credit Facility Agreement, dated as of July 28, 2023, by and among Enstar Group Limited and certain of its subsidiaries, National Australia Bank Limited, The Bank of Nova Scotia and each of the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on August 2, 2023). 10.39s Termination and Release Agreement, dated as of February 21, 2021, by and among Enstar Group Limited and certain of its subsidiaries and Hillhouse Capital Management, Ltd. and certain of its affiliates (incorporated by reference to Exhibit 10.50 to the Company's Form 10-K filed on March 1, 2021). 10.40 Purchase Agreement dated as of July 15, 2021 by and among Enstar Group Limited, HHLR Fund, L.P., YHG Investment, L.P. and Hillhouse Fund III, L.P. (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on July 15, 2021). 10.41 Purchase Agreement dated as of July 15, 2021 by and among Cavello Bay Reinsurance Limited and HH ENZ Holdings, Ltd. (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on July 15, 2021). 10.42 Purchase Agreement, dated as of May 10, 2022, by and between Trident Public Equity LP and Enstar Group Limited (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on May 11, 2022). 10.43 Purchase Agreement, dated March 23, 2023, between Enstar Group Limited and Canada Pension Plan Investment Board (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on March 28, 2023). 10.44s Purchase Agreement, dated as of November 7, 2023, by and among Enstar Group Limited, Canada Pension Plan Investment Board, and CPPIB Epsilon Ontario Limited Partnership (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on November 13, 2023). 10.45s Purchase Agreement, dated as of November 7, 2023, by and between Enstar Group Limited and Trident Public Equity L.P. (incorporated by reference to Exhibit 10.2 to the Companys Form 8-K filed on November 13, 2023). 10.46 Shareholder Rights Agreement, dated as of November 8, 2023, by and among Enstar Group Limited, Elk Evergreen Investments, LLC and Elk Cypress Investments, LLC (incorporated by reference to Exhibit 10.3 to the Companys Form 8-K filed on November 13, 2023). 10.47 Registration Rights Agreement, dated as of November 8, 2023, by and among Enstar Group Limited, Elk Evergreen Investments, LLC and Elk Cypress Investments, LLC (incorporated by reference to Exhibit 10.4 to the Companys Form 8-K filed on November 13, 2023). 10.48s Purchase Agreement, dated as of December 20, 2023, by and among Kenmare Holdings Ltd., Trident V, L.P., Trident V Parallel Fund, L.P., Trident V Professionals Fund, L.P., Dowling Capital Partners I, L.P., and Capital City Partners, LLC (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on December 22, 2023). 21.1* List of Subsidiaries. 22.1* List of Subsidiary Issuers of Guaranteed Securities. 23.1* Consent of PricewaterhouseCoopers LLP. 23.2* Consent of KPMG Audit Limited. 31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted under Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted under Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1* Enstar Group Limited Policy for the Recovery of Erroneously Awarded Compensation.

* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.

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